HomeMy WebLinkAboutO-09291Ordinarlcfi- NAP
AN ORDINANCE AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $12000j000 PARING
REVENUE 8=8 (ADDITIONALLY SECURED BY
NON AD VALOREM REVENUES) OF THE CITY OF
MIAMIt FLORIDA, FOR THE PURPOSE OF PRO-
VIOINd FUNDS FOR PAYING THE COST OF
ACQUIRING AND CONSTRUCTING AN OFF-=8TR8ET
PARKING FACILITY; PROVIDING FOR THE
PAYMENT OF SUCH BONDS AND THE INTEREST
THEREON FROM THE NET REVENUES OF THE
OFF-STREET PARKING FACILITY SO FINANCED
AND CERTAIN DESIGNATED NON AD VALOREM
REVENUE SOURCES OF THE CITY, DESCRIBING
THE TERMS, SECURITY AND OTHER PROVISIONS
OF SUCH BONDS; SETTING FORTH THE RIGHTS
AND REMEDIES OF THE HOLDERS OF SUCH.BONIDS;
PROVIDING SEVERABILITY; DECLARING THE
ORDINANCE AN EMERGENCY MEASURE; AND
DISPENSING WITH THE READING OF THE
ORDINANCE ON TWO SEPARATE DAYS.
WHEREAS, under the authority granted by the Constitution
and laws of the State of Florida, including the Charter of the
City of Miami (Chapter 10847, Special Laws of Florida, 1925,
as amended) (the "City") and Chapter 166, Florida Statutes,
the City is authorized to issue revenue bonds payable from
revenues from the capital facilities to be financed and
additionally secured by revenues derived from sources other
than ad valorem taxes on real or tangible personal property
and which do not pledge the property, credit or general tax
revenue of the City for the purpose of paying the cost of
acquiring and constructing revenue producing capital projects; and
WHEREAS, the City Commission has heretofore determined
and.does hereby determine that the acquisition and construc-
tion of an off-street parking facility in the Downtown Govern-
ment Center in the City of Miami is necessary and desirable
for the furtherance of the health, safety and welfare of the
citizens of the City; and
WHEREAS, the City Commission has determined at this time
to authorize the issuance of not exceeding $12,000,000 Parking
ARTICLE 1
befntons,
Section 101, NiesM_ng of Words and. Terns. 1n
addition to words and terms elsewhere defined in this
Ordinance, the following words and terms as used in
this ordinance shall have the following meanings, unless
some other meaning is plainly intended;
"Accountant" shall mean the certified public account-
ants or firm of certified public accountants employed
by the City under the provisions of Section 706 of this
Ordinance to perform and carry out the duties imposed on the
Accountant by this Resolution.
"Amortization Requirements" shall mean for any, Fiscal
Year with respect to Term Bonds the respective amounts which
are required in each Fiscal Year for redeeming and paying at
y maturity such Term Bonds by their stated maturity as fixed
by resolution of the City Commission adopted prior to the
sale of such Term Bonds. The Amortization Requirements for the Term Bonds shall
begin in the Fiscal Year determined by the City Commission
for such Series and shall end not later than the Fiscal Year
immediately preceding the Fiscal Year in which such Term,
Bonds are stated to mature. If during any Fiscal Year the
total principal amount of Term Bonds retired by purchase or
redemption or called for redemption under the provisions of
Section 507 of this Ordinance shall be in excess of the
Amortization Requirements for the Term Bonds for such Fiscal
Year, then at the close of such Fiscal Year the amount of
the Amortization Requirements for the Term Bonds shall be
reduced for any subsequent Fiscal Year or Fiscal Years in
amounts aggregating the amount of such excess as shall be
determined by the Fiscal Agent. If during any Fiscal Year
the total principal amount of Term Bonds retired by purchase
or redemption or called for redemption under the provisions of Section 507 of this Ordinance shall be less than the
amount of the Amortization Requirement for the Term Bonds
for such Fiscal Year, then at the close of such Fiscal Year
I-1
92,91—
the amount of the 66rti2ati6n Requittments for the Tern
Bonds for the nett succeeding piscal Year shall be increased
by the amount of the excess of such deficiency over the
amount then held to the credit of the Redemption Account.
"Bond aegistrar" shall mean a bank or trust company
either within.or without the State of Florida, designated
as such by the City Commission, which shall perform such
functions as Bond pegistrar as are required by Article It of
this Ordinance.
"Bonds" shall mean collectively the Bonds issued
under the provisions of Article II of this Ordinance.
"Bondholders" shall mean the holders or registered
owners of the Bonds.
"Bond Se`rvice Account" shall mean the Bond Service
Account, a special account created and designated by
Section 504 of this Ordinance.
"City" shall mean the City of Miami, Florida, a
municipal corporation organized ,and existing under the
laws of Florida.
"City Attorney" shall mean the City Attorney of the —
City or the officer succeeding to his principal functions.
"City Clerk" shall mean the City Clerk, of the City
or the officer succeeding to his principalfunctions.
"City Commission" shall mean the City Commission of
the City of Miami or the board or body succeeding to its
principal functions.
"City Manager" shall mean the City Manager of the
City or his designee or the officer succeeding to his
principal functions.
"Construction Fund" shall mean the Miami off -Street
Parking Facility Construction Fund, a special fund created
and designated by Section 401 of this Ordinance.
"Consulting Engineers" shall mean the engineer or
engineering firm or corporation at the time employed.`by
the City under the provisions of Section 704 of this —
Ordinance to perform and carry out _the duties imposed'
on the Consulting Engineers by this Ordinance.
"Cost"t as applied to any projeot, shall embrace the
cost of acquisition and construction AM all obligations and
expenses and all iteffis of cost which are set forth in
Section 404 of this btdinance.
"Current Expenses" shall Mean the City's reasonable
and necessary current expenses of Maintenance, repair and
operation of the Project and shall include, without limiting
the generality of the foregoing, all ordinary and usual
expenses of maintenance and repairs which may include
expenses not annually recurring, all City administrative
expenses and any reasonable charges for pension or retire—
ment funds properly chargeable to the Project, insurance
premiums, engineering expenses relating to Maintenance,
repair and operation, fees and expenses of Paying Agents;
legal expenses, any taxes which may be lawfully imposed on
the Project or its income or operations and reserves for
such taxes, management fees; and any other expenses required
to be paid by the City under the provisions of this Ordinance
or by law with respect to the Project all in accordance with
the accrual method of accounting but shall not include any
reserves for extraordinary maintenance or repair, or any
allowance for depreciation, any amortization charges, or any
deposits or transfers to the credit of the sinking Fund
and the General Reserve Fund.
"Daily Newspaper" shall mean a newspaper published
in the English language on at least five (5) business
days in each calendar week.
"Depositary" shall mean any bank or trust company
duly authorized by law to engage in the banking business
and designated by the City Commission as,a depositary of
moneys under the provisions of this Ordinance.
"Designated Revenues" shall mean the non ad valorem
tax revenue sources available to the City consisting of the
= utility service taxes collected by or on behalf of the City
from the sale of water and gas in an amount in each Fiscal
Year not to exceed 125% of the maximum Principal and
Interest Requirements in the current or any subsequent
Fiscal Year.
"Director of Finance" shall mean the Director of
Finance of the City or the officer succeeding to his princi-
pal functions.
I-3
929,E
"Fiscal Agent" shell mean a bank or trust company
either Within Or Without the State Of Pl6tidap designated
ag such by the City COfnmigtil6ht which shall pottott such
functions as Fiscal Agent as are required by this Ordinance.
The Fiscal Agent shall be the Bond Registrar and a Paying
Agent.
"Fiscal Year" shall mean the period Cofhfn0hCinq on
the first day of October and ending on the last day
of September of the following year as the same may be
amended from time to time to conform to the fiscal year
of the City.
"General Reserve Fund" shall mean the Miami Off -Street
Parking Facility General Reserve Fund, a special fund
created and designated by Section 505 of this Otdinance6
"Government Obligations'O shall mean direct obliga-
tions of, or obligations the principal of and the interest
on which are guaranteed by, the United States of America.
"Investment Obligations" shall moan (i) Government
Obligations, (ii) bonds, debentures or notes issued by any
of the following Federal agencies: Banks for Cooperatives,
Federal intermediate Credit Banks, Federal Home Loan Banks,
Export -Import Bank of the United States, Government National
Mortgage Association, Federal Land Banks, or the Federal
National Mortgage Association (including participation
certificates issued by such Association)r (iii) all other
obligations issued or unconditionally guaranteed as to
principal and interest by an agency or person controlled or
supervised by and acting as an instrumentality of the United
States Government pursuant to authority granted by the
Congress, (iv) repurchase agreements with reputable financial
institutions fully secured by Government Obligations,
continuously having a market value at least equal to the
amount so invested subject to the foregoing being permitted
investments of municipal funds under Florida law and (v)
Time Deposits, secured by the foregoing.
"Mayor" shall mean the Mayor of the City or the
officer succeeding to his principal functions.
"Net Revenues" for any particular period shall mean
the amount of the excess of the Revenues for such period
over the Current Expenses for such period.
"Operational Agency" shall mean the Department of
Off -Street Parking of the City established by the Charter of
the City of Miami and any successor thereto.
1-4
9291
&11
"Otdinancoll shall mean this Ordinamde as the dame may
be amended or supplernthted from time to time in accordance
with Article X he!teof,
"Outstanding" shall teah, when Used with respect
to the Bonds, all Bonds theretofore delivered excoptl.
(a) Bonds paid or redeemed or delivered
to or acquired by the City Commission for cancella-
tion,, and
(b) Bonds deemed to have been paid in accord-
ance with Section 506 or Section 1101 of this Ordinance*
"Paying Agents" shall mean for any series of Bonds
the banks or trust companies at which the principal of
the Bonds (unless registered) and the interest on the
Bonds not registered as to both principal and interest
shall be payable,
"Principal and Interest Requirements" shall mean the
respective amounts which are required in each Fiscal Year
to provide
(a) for paying the interest on all such Bonds
then outstanding which is payable on February 1 and on
August 1 in such Fiscal Year, and
(b) for paying the principal of all Serial
Bonds then outstanding which is payable on August•
1 in such Fiscal Year, and
(c) the Amortization Requirements, if any, for
all Term Bonds then outstanding for such Fiscal Year.
"Project" shall mean the off-street parking facilities
to be constructed and acquired in the Downtown Government
Center in the City of Miami, together with such land, struc-
tures, equipment and appurtenances necessary or desirable in
connection with the ownership and operation of such facilities,,
all as described in plans and specifications, as the same
may be amended from time to time, on file in the office of
the City Manager.
"Project Consultant" shall mean the firm or corporation
or person employed by the City and/or the Operational Agency
under the provisions of Section 705 of this Ordiftance to
carry out the duties imposed upon the Project Consultant by
this Ordinance.
9 2:9
M
"Redemption Account" shall mean the Redemption Account,
a special account created and designated by Section 504 of
this Ordinance-
"Reserve Account" shall mean the Reserve Account# a
special account created and designated by Section 504 of
this Ordinance.
"Reserve Account Requirement" shall moan the Maximum
Principal and interest Requirements on account of the Bonds
issued under the provisions of Article it of this Ordinance
in the current or any subsequent Fiscal Year.
"Reserve Account Deposit Requirement" shall moan
in each of the twelve successive months beginning with the
month following any month in which any amount shall have
been withdrawn from the Reserve Account an amount equal to
one -twelfth (1/12) of the deficiency created by such with-
drawal until such deficiency is made up.
"Revenue Fund" shall mean the Miami off -Street Parking
Facility Revenue Fund, a special fund created and designated
by Section 503 of this Ordinance.
"Revenues" shall mean all moneyst fees, charges and
other income received by the City or accrued to the City in
connection with or as a result of its ownership of the
Project, including investment income from the moneys on
deposit in the Reserve Account, the Sinking Fund and the
General Reserve Fund and any proceeds of use and occupancy
insurance on the Projector any part thereof.
"Serial Bonds" shall mean the Bonds which shall be
stated to mature in annual installments and "Term Bonds"
shall mean the Bonds so designated in a resolution of the
City Commission adopted prior to the issuance of such
Bonds.
"Sinking Fund" shall mean the Miami Parking Revenue
Bonds (Additionally Secured by Non Ad Valorem Revenues)
Interest and Sinking Fund, a special fund created and.
designated by Section 504 of this Ordinance.
"Time Deposits" shall mean time deposits, certif-
icates of deposit or similar arrangements with any
bank or trust company which is a member of the Federal
1-6
Depbtit tnsurance corporation and any V6doral or State of
Florida savings and loan association which is a member of
the Federal 8avingg and Loan insurance Corporation AtId
which are secured in the manner provided in Section 601
of this Ordinance,
Section 102, Words of the masculine gender shall be
deemed and construed to include correlative, words Of the
feminine, and neuter qender8, Unletg the context shall
otherwise indicate, the words "Bond", "Coupon"t "owner",
Ohblder" and "person" shall include the plural as well as
the singular number, the word "person,, shall mean any
individuals corporation, partnership, joint venture,
agsociationt joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof, and the word "holder" or "bondholder"
when used herein with respect to Bonds issued hereunder
shall mean the holder or registered owner, as the case
may be, of Bonds at the time issued and outstanding here-
under.
ARTICLE Its
Poem, Execution# baliVatv
and Registration of Bond;.
Section 201. Issuance- of Bonds. Pot the purpose
of providing fUndgt together with any other available
funds, for paying the Cost of acquiring and conatructift!
the Ptojectt Bonds may be issued under and secured by this
Ordinance subject to the conditions hereinafter provided in
Section 207 of this Article. Bonds may also be issued
under and secured by this ordinance, subject to the Condi-
tions hereinafter provided in Section 208 of this Article,
for the purpose of completing the Project. The principal of
and the interest on all such Bonds shall be payable solely
from the special fund, hereinafter created and designated
'iMia-mi Parking Revenue Bonds Interest and Sinking Fund",
and all of the covenants, agreements and provisions of this
Ordinance shall be for the benefit and security of all and
singular the present and future holders of the Bonds and
interest coupons so issued or to be issued, without prefer-
ence, priority or distinction as to lien or otherwise,
except as otherwise hereinafter provided, of any one Bond
over any other Bond by reason of priority in the issue, sale
or negotiation thereof, or otherwise.
Section 202. Details of Bonds. The Bonds issued under
the provisions of this Ordinance shall be in the denomina-
tion of Five Thousand Dollars ($5,000) each, numbered
consecutively from I upwards, shall bear interest from their
date until their payment at a rate or rate's not exceeding
the maximum rate then permitted by law, such 'interest to the
respective maturities of the Bonds being payable semi-
annually on the 1st days of February and August in each
year, shall be dated, shall be stated to mature in annual
installments on August 1, and shall be subject to redemption
prior to their respective maturities, all as hereinafter
provided. The Bonds of each Series issued under the pro-
visions of this Article shall be,
designated "Parking Revenue
Bonds (Additionally Secured By Ron Ad.Valorem Revenues),
Series 1981".
91 ry iT
Both the Principal of and the interest on the 8omds
shall be payable in any Coin or dUlrtOACY of the United.
8tab6d of America which, at the respective dates of pair-
meat thereof, it legal tender for the payment of public
and private debts. The principal of the Bonds, unless
registered, and the interest on Bonds not registered as
to both principal and interest shall be payable at the
office of a bank or banks or trust company or trust companies
in such locations as shall be hereafter designated as
Paying Agents by the City Commission by resolution. Payment
of the interest on the Bonds, to the maturity thereof shall
be made only upon presentation and surrender of the coupons,
if any, representing such interest 68 the same respectively
fall duo; or, if any Bond shall be registered as to both
principal and interest, payment of such interest on any
interest payment date shall be made to the person appear-'
ing on the Bond registration books of the city herein-
after provided for as the registered owner thereof, such
interest to be paid by check or draft mailed to the regis-
tered owner at his address as it appears on such registra-
tion books. The principal of any Bond registered as to
principal alone or as to both principal and interest shall
be payable upon the presentation and surrender thereof as
the same falls due at the principal office of the Bond
Registrar.
Section 203. Execution and Form of Bonds. The
Bonds shall be signed by, or bear the facsimile signature
of, the Mayor and shall be signed by, or bear the facsimile
signature of, the City Clerk, and a facsimile of the official
seal of the City shall be imprinted on the Bonds,- provided,
however, that each Bond, if required by law, shall be
manually signed by at least one of said officers. The
interest coupons to be attached to the Bonds shall be
executed with the facsimile signature of the Mayor. In case
any officer whose signature or a facsimile of whose signature
shall appear on any Bonds or coupons shall cease to be such
officer before the delivery of such Bonds, such signature or
such facsimile shall nevertheless be valid and sufficient
for all purposes the same as if he had remained in office
until such delivery and also any Bond may bear the facsimile
signature of, or may be signed by, such persons as at the
actual time of the execution of such Bond shall be the
proper officers to execute such Bond although at the
11-2
date of such Bond such persons may not have been such
officers. The Bonds issued under the provisions of Section'
207 of this Article and the interest coupons to be attached
thereto, the statement of validation and the provisions foe
registration and reiconversion to be endorsed on the Bonds,
shall be, respectively, substantially in the following
fords, with such appropriate variationst omissions and
insertions as may requited or petmitted by this Ordinance:
No. $5,000
United States of America
state of Florida
The City of Miami
Parking Revenue Bond
(Additionally Secured By Non Ad Valorem Revenues)
Series 1981
The City of Miami (herein called the "City"), a
municipal corporation organized and existing under the
laws of the State of Florida, for value received, hereby
promises to pay, solely from the special fund provided
therefor as hereinafter set forth, to the bearer or, if this
Bond be registered, to the registered owner hereof, on the
1st day of August, 19 (or earlier as hereinafter referred
to) the principal sum of
FIVE THOUSAND DOLLARS
and to pay, solely from said special fund, interest there-
on from the date hereof at the rate of per centum
( %) per annum until payment of such principal sum,
such interest to the maturity hereof being payable semi- .
annually on the 1st days of February and August in each
year. Both the principal of and the interest on this
Bond are payable in any coin or currency of the United
States of America which, on the respective dates of pay-
ment thereof, is legal tender for the payment of public
and private debts. The principal of this Bond, unless
registered, and the interest hereon, unless this Bond be
registered as to both principal and interest, are payable
II-3
929
U v
in the City
of 6e at the Option of the
holder at in
Payltont of the
interest On this Bond to the maturity hereof Will be Made
only Upon Progentatioh and surrender of the coupolftgt if
any, repregonting such interest as the game rotpectivoly
fall duo; or, if this Bond be registered as to both
pritcipal'and interest, payment of the interest on this
Bond on any interest payment date will be made to the
Person appearing on the Bond registration books of the
City as the registered owner hereof, such interest to
be paid by check or draft mailed to the registered owner
at his address as it appears on such registration books.
The principal of this Bond if registered as to principal
alone or as to both principal and interest is payable
upon the presentation and surrender hereof as the same
becomes due at the principal office of the Bond Registrar.
This Bond shall not be deemed to constitute a debt
of the City or a pledge of the faith and credit of the
City, but shall be payable exclusively from the special
fund provided therefor from revenues of the Project (herein-
after defined) and, if required, the revenues received by
the City from certain designated non ad valorem tax revenue
sources (the "Designated Revenues"). The issuance of this
Bond shall not directly or indirectly or contingently
obligate the City to levy or to pledge any form of taxation:
whatever therefor, and the holder of this Bond shall have no
recourse to the power of taxation.
This Bond is one of a duly authorized series of,Park-
ing Revenue Bonds of the City known as "Parking Revenue,
Bonds (Additionally Secured By Non Ad Valorem Revenues),
Series 1981", consisting of Bonds maturing in annual in-
stallments on August 1 in the years :19 to , inclusive
( "Serial Bonds"), and of Bonds maturing on the 1st day of ,
August, ("Term bonds"), all of like date and issued for
the purpose of providing funds, together with any other
available funds, for paying the cost of acquiring and
constructing an off-street parking facility in the Downtown
Government Center in the City of Miami (the "Project"). All
of the Bonds of this series are issued under and pursuant to
an ordinance (herein called the "Ordinance") duly adopted by
the City Commission on F 1981, reference to
Pledged to the payffleht of the principal of and the interest
6ri the tbridgt the Mature and extent of the security, the
t6rmg and conditions on whidh the gohdg are Or may be
issued, the rights, duties and obligations of the City under
the Ordinance and the rights Of the holders of the Son88t
And, by the acceptance Of this 86ndt the holder hereof
assents to all the provisions of the Ord hanct
The Otdihance, provides for the issuance of addi-
tional Bonds, on a parity with the Bonds of this series,
from time to tune, under the conditions, limitations and
restrictions therein set forth, for the purpose of paying
all or apart of the cost of completing the Project.
This Bond is issued and the Ordinance was adopted
under and pursuant to the Constitution and laws of the
State of Florida, particularly the Chatter of the City and
Chapter 166e Florida statutes.
The Ordinance provides for the fixing and charging
by the City of rates and charges for the services of
the Project sufficient to provide funds (a) to pay the cost
of maintaining, repairing and operating the Project (b) to
pay the principal of and the interest on the Bonds, and (c)
to maintain a reserve for such purposes. The Ordinance
also provides for the deposit of a sufficient amount of
such revenues, over and above the amounts necessary to
pay the cost of maintaining, repairing and operating the
Project, to the credit of a special fund, which fund is
pledged to the extent set forth in the Ordinance to the
payment of the principal of and the interest on all Bonds
issued under the Ordinance.
The Bonds at the time outstanding which mature after
August 1, 19 may be redeemed prior to their respective
maturities, at the option of the City from any moneys that
may be made available for such purpose, either in whole on.
any date not earlier than August 1, 19 or in part on any
interest payment date not earlier than August, 19 at the,
following redemption prices (expressed as percentages of the
principal amount being redee.med) plus accrued interest to
the redemption date:
(here insert the times and prices)
If less than all of the Bonds of any one maturity shall
be called for redemption, the particular, Bonds to beeiredeemed
shall be selected by lot as provided in the Ordinance,
11-5
Any such redemptions either in whole or in part, they
be ftlad6 Upon at least thirty (30) dayql prior notice by
publication and otherwise at provided in the Ordinanctt
and shall be made in the manner and under the terms
and conditions provided in the Ordinance. On the date
designated for redemptions notice having boon published and
filed and moneys for -payment of the redemption price being
held by the Fiscal Agent under the ordinances all as provided
in the Ordinances the Bonds go celled for redemption shall
become and be duo and payable at the redemption Price
provided for redemption of such Bonds on such dates interest
on such Bonds so called for redemption shall cease to
accrues coupons maturing after such date shall be voidt.suth
Bonds shall cease to be entitled to any liens benefit or
security under the Ordinance, and the holders or registered
owners of such Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
The holder of this Bond shall have no right to enforce
the provisions of the Ordinances or to institute action to
enforce the covenants thoreint or to take any action with
respect to an event of default Under the Ordinance, nance, or to
institutes appear in or defend any suit or other proceeding
with respect theretot except as provided in the ordinance*
Modifications or alterations of the Ordinance or
of any resolution supplemental thereto may be made only to
the extent and in the circumstances permitted by the
Ordinance.
In certain events, on the conditions, in the manner
and with the effect set forth in the Ordinance, the
principal of all the Bonds then outstanding under the
Ordinance may become or may be declared due and payable
before the stated maturities thereof, together with the
interest accrued thereon.
This Bond maybe registered as to principal alone or
as to both principal and interest and, if registered as
to both principal and interests may be reconverted into a
coupon Bond, in accordance with the provisions endorsed
hereon and subject to the terms and conditions set
forth in the Ordinance.
Subject to the provisions for registration endorsed
hereon and contained in the Ordinance, nothing contained
in this Bond or in the Ordinance shall affect or impair
the negotiability of this Bond, and this Bond shall have,
11-6
as between guddoggive holdtrtp all the qualities and
incidents Of a negotiable instrument under the iawt of
the State of Florida,
All acts, conditions and things required by the
Constitution and laws of the State of Plorida and the
ordinances and resolutions of the City to happen, exist
and be performed precedent to and in the issuance of this
Bond have happened, exist and have been performed
as so requirod.
IN WITNtS8 WHER8OFp the City of Miami has caused
this Sond to be signed by [bear the facsimile signature
of) its Mayor and to be signed by [bear the facsimile
signature ofj its City Clerkr and a facsimile of its offi—
cial seal to be imprinted hereont and the interest coupons
attached hereto to be executed with the facsimile signature
of said City Clerk, all as of the 1st day of
19
THE CITY OF MIAMI
STATEMENT OP VAtIDATION
This Bond is One Of 6 series of bonds which were
Validated by judgment of the Circuit Court for Dade
Count y# rendered on
PROV18ION8 FOR REOtSTRATION
ANb RECONV8R810N
This Bond may be registered as to principal alone on
books of the City kept by the Bond Registrar, upon presen-
tation hereof to the Bond Registrar which shall make nota-
tion of such registration in the registration blank below,
and thereafter the transfer of this Bond may be registered
only upon an assignment duly executed by the registered
owner or his attorney or legal representative in such form
as shall be satisfactory to the Bond Registrar, such regis-
tration of transfer to be made on such books and endorsed
hereon by the Bond Registrar. Unless this Bond be regis-
tered as to both principal and interest, such registration
of transfer may be to bearer and thereby transferability by
delivery shall be restored, but this Bond shall again be
subject to successive registrations and registrations of
transfer as before. The principal of this Bond, if regis-
tered, unless registered to bearer, shall be payable only to
or upon the order of the registered owner or his legal
representative. Notwithstanding the registration of this
Bond as to principal alone, the coupons shall remain
payable to bearer and shall continue to be transferable
by delivery. This Bond may be registered as to both
principal and interest upon presentation hereof to',the
Bond Registrar which shall detach and retain in its custody
all unmatured coupons and all matured coupons, if any, not
theretofore paid or provided 'for,,and shall make notation of
such registration as to both principal and interest in the
registration blank below, and the transfer of this Bond may
thereafter be registered only upon an assignment duly
executed by the registered owner or his attorney or legal
representative in such form as shall be satisfactory to the
Bond Registrar, such registration of transfer to be made on.
such books and endorsed hereon by the Bond Registrar; after
11-8
9 2 9 1
such registration both the Principal of and the interest 6n
this Bond shall be payable only to or upon the order of the
registered owner or his legal 'representative. This Bond, if
converted into a bond registered as to both principal and
interests may be reconverted into a Coupon Bond Upon presen-
tation hereof to the Bond Rtqiatrars accompanied by an
instrument duly executed by the registered owner or his
attorney Or legal representative in such fora as shall be
satisfactory to the Bond Registrar; upon any Such recohver-
gion the Bond Registrar shall reattach hereto the coupons
representing the interest to become due thereafter on this
Bond to the date of maturity and the interests if any, not
theretofore paid and shall make notation in the rogigtra-
tion blank below whether this Bond is registered as to
principal alone or is payable to bearer.
Name of Signature
Date of Registered Manner of of Bond
Registration Owner Registration Registrar
(Form of Coupons)
No.
On 1, 19 , the City of Miami, Florida,
will pay to bearer, unless the Bond mentioned below',shall�
previously have become payable as provided in the Ordinance
referred to in said Bond and provision for payment thereof
shall have been dulv made at
the amount shown hereon in any coin or currency of the
United Btates of America which at the time of payment is
legal tender for the payment of public and private debts,
solely from the special fund referred to in, and for the
semi-annual interest then due upon# its Parking Revenue
Bond (Additionally Secured By ton Ad Valorem Revenues),
Series 1981, dated 1, No
City Clerk
section 204, Negotiability, Registration and Regis-
tration of Transfer of Bonds. Title to any Bond, unless
such Bond is registered in the manner hereinafter provided]
and to any interest coupon shall pass by delivery in the
same manner as a negotiable instrument payable to bearer.
The City shall cause books for the registration and for
the registration of transfer of the Bonds as provided
in this Resolution to be kept by the Bond Registrar. At
the option of the bearer, any Bond (but not any temporary
Bond unless the City Commission shall so provide) may be
registered as to principal alone on such books upon presenta-
tion thereof to the Bond Registrar which shall make nota-
tion of such registration thereon. Any Bond (but not any
temporary Bond unless the City Commission shall so.provide)
may be registered as to both principal and interest upon
presentation thereof to the Bond Registrar, accompanied
by all unmaturedcoupons and all matured coupons, if any,
not theretofore paid or provided for, and the Bond Registrar
shall make notation of such registration thereon and detach
therefrom and retain in its custody all such coupons. The
transfer of any Bond registered as to principal alone or as
to both principal and interest may thereafter be registered
only upon an assignment duly executed by the registered
owner or his attorney or legal representative.in such form
as shall be satisfactory to the Bond Registrar, such regis-
tration of transfer to be made on such books and endorsed
on the Bond by the Bond Registrar. Unless such Bond shall
be registered as to both principal and interest, such reg-
istration of transfer may be to bearer and thereby transfer-
ability by delivery shall be restored, subject, however,.to
success ate registrations and togitteatiomg of transfer
at btfoto. The principal of any Bond rogittosred as to
principal alone, unless registered to btat4rt and the
principal of any Bond registered as to both principal and
interest shall be payable only to or Upon the Order of
the registered owner or his legal rtptegen tat iw? # but the
Coup6rig appertaining to any Bond registered as to prift-
dipal alone shall remain payable to bearer notwithstand-
ing such registration. No charge shall be made to any
Bondholder for the privilege, of registration and regils-
tratiOM8 of transfer hereinabove granted, but any Bond-
holder requesting any such registration or registration
of transfer shall pay any tax or other governmental
charge required to be paid with respect thereto. The
Bond Registrar shall not be required to register the
transfer of any Bond registered as to both principal and
interest during the period of fifteen (15) days next
preceding any interest payment date of such Bond or after
such Bond has been selected for redemption. No Bond
registered as to both principal and interest shall
thereafter be discharged from registration except as
provided in Section 206 of this Article,
Section 205. ownership of Bonds. As to any Bond
registered as to principal alone or as to both principal
and interest, the person in whose name the same shall be
registered shall be deemed and regarded as the absolute
owner thereof for all purposes, and payment of or on
account of the principal of any such Bond shall be made
only to or upon the order of the registered owner thereof
or his legal representative, but such registration may be
changed as herein provided. All such payments,shall ' be
valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.
The City, the Bond Registrar and the Paying Agents may
deem and treat the bearer of any Bond which shall not at
the time be registered as to principal or as to both
principal and interest, and the bearer of any coupon
appertaining to any Bond whether such Bond shall be
registered as to principal or not, as the absolute owner
of such Bond or coupon, as the case may be, whether such
Bond or coupon shall be overdue or not, for the purpose
of receiving payment thereof and for all other purposes
whatsoever, and the City, the Bond Registrar and, the
Paying Agents shall not be affected by any notice to the
contrary.
9291
p:.
Section 206. Aecc nvet8i6h
to Both ...P9rnP3,P... Intert.tt. And Bond registered as
to both principal and interest May be teconverted into
_
A coupon Bond upon presentation thereof to the Sond
Registrar► together with an instrument requesting such
`-
reconversion duly executed by the registered owner or his
attorney or legal representative and in such form as
-
shall be satisfactory to the Bond Registrar. upon any
such presentation the Bond Registrar shall reattach to
�
such Bond the coupons representing the interest to become
due thereafter on the Bond to the date of maturity and
interest then due and unpaid, if any, and shall make
notation thereon whether the Bond is registered as to
principal alone or is payable to bearer. The Bondholder
requesting any such reconversion shall pay any tax or
other governmental charge required to be paid with
respect to such reconversion, but no other charge shall
be made in connection with such reconversion. The Bond
Registrar shall not be required to reconvert any Bond under
the provisions of this Section during the period of fifteen
(15) days next preceding any interest payment date of such
Bond nor after such Bond has been selected for redemption.
_
-Section 207. Issuance of Bonds. Bonds of the City in
an aggregate principal amount not exceeding $12,000,000
may be issued under and secured by this Ordinance, subject
to the conditions hereinafter provided in this Section, for
the purpose of paying all or any part of the cost of con-
structing or acquiring the Project.
Before the Bonds shall be issued under the provisions
of this Section the City Commission shall adopt an ordinance
authorizing the issuance of such Bonds, fixing the amount
and the details thereof, and providing for the capitaliza-
tion of interest on the Bonds. The Bonds issued under the
provisions of this Section shall be dated, shall be stated
to mature (subject to the right of prior redemption as
hereinafter set forth) on the 1st day of August, in such
year or years not more than forty years after the date of
the Bonds, shall have such Paying Agents, and any Term Bonds
shall have such Amortization Requirements and may be made
redeemable at such times and prices (subject to the provisions
of Article III of this Ordinance), all as may be provided by
the ordinance authorizing the issuance of such Bonds. Such
Bonds shall be executed in the form and manner hereinabove_
set forth, with such changes as may be necessary or appropriate
LI-12
to Comfort to the provisions of the ordinance AUth6ti2ing
the issuance of such Ronda) and shall be dep6gitbd with the
Pitcal Agent for delivoryt but before such Bonds shall be
delivered by the Fiscal Agentt there shall be filed with the
Pitdal Agent the following:
(A) a COPY# Certified by the City Clorkt of the
Ordinance Mentioned above)
(b) a copy# certified by the City Clerk, of the
resolution adopted by the City Commission awarding such
-
Bonds, specifying the interest rate of each of such
Bonds and directing the delivery of such Bonds to or
upon the order of the purchasers therein named upon
payment of the purchase price therein set forth,, and
(c) an opinion Of the City Attorney stating that
the issuance of the Bonds has been duly authorized and
that all Conditions precedent to the delivery of the
Bonds have been fulfilled.
When the documents mentioned above in this Section
shall have been filed with the Fiscal Agent and when the
Bonds described in the ordinance and resolution mentioned
in clauses (a) and (b) of this Section shall have been
executed as required by this Ordinance, the Fiscal Agent
shall deliver such Bonds at one time to or upon the order of
the purchasers named in the resolution mentioned in said
clause (b), but only upon payment to the Fiscal Agent of the
purchase price of such Bonds. The Fiscal Agent shall be
entitled to rely upon such resolution as to all matters
stated therein.
Simultaneously with the delivery of the Bonds the Fiscal
Agent shall apply the proceeds of the Bonds as follows:
(a) deposit the accrued interest and any
premium received in the Bond Service Account,
(b) deposit in the Bond Service Account
an amount equal.to the interest to be capitalized
on the Bonds pursuant to the ordinance described
in the second paragraph of this Section.,
(c) deposit in the Reserve Account an
amount equal to the Reserve Account Requirement
following the issuance of the Bonds, and
II-13
9291
(d) dtPO-tit the balance of such proceeds
in the Construction Puhd.
Section 208. C6fflPl_O,tJO_n Bonds. In addition to the
Bonds issued under the provisions of Section 207# if and
to the extent necessary (as Shown by the documehtg mentioned
in clauses (a) and (c) of this Section) to provide additional
funds for completing payment of the Cost of the project, Bonds
of the City may be issued under and Secured by this Ordinance,
at one time or from time to time, for such purpose.
13 ' Ofot6 any Bonds shall be issued under the provisions
of this Section the City Commission shall adopt an ordinance
authorizing the issuance of such Bonds and fixing the
amount and the details thereof and increasing the Designated
Revenues such that the proportion of Designated Revenues to
total outstanding Bonds remains the Same after the issuance
of the completion Bonds. The Bonds issued under the provis-
ions of this section shall be stated to mature on August
in such year or years not more than forty years after the
date of the Bonds. The Bonds may be made redeemable at such
times and prices (subject to the provisions of Article III
of this Ordinance) and any Term Bonds shall have such
Amortization Requirements all as may be provided by resolu-
tion adopted by the City Commission prior to the issuance of
such Bonds. such completion Bonds shall be executed substan-
tially in the form and manner hereinabove set forth, with
such changes as may be necessary or appropriate to conform
to the provisions of the ordinance authorizing the issuance
of such Bonds, and shall be deposited with the Fiscal Agent
for delivery, but prior to or simultaneously with the
delivery of such Bonds by the Fiscal Agent there shall be
filed with the Fiscal Agent the following:
(a) copies, certified by the City Clerk, of
the ordinance authorizing the issuance of such Bonds
and of the resolution of the City Commission fixing
the times and prices at which such Bonds are to be
redeemable and fixing the Amortization Requirements
for any Term Bonds;
(b) a copy, certified by the City Clerk, of
the resolution of the City Commission awarding such
Bonds, specifying the interest rate of each of such
Bonds and directing the delivery of such Bonds to
or upon the order of the purchasers therein named
upon payment of the purchase price therein set forth;
11-14
C
(c) a gtateme-htf signed by the cohtultinq
Engineers, certifying that, according to their
estimate Of the total amount required for paying
the balance of the cost Of the Project, the pro-
coedt of such Bonds will be required And will be
sufficient for paying such balance-, and
(d) an opinion of the City Attorney stating
that the issuance of such Bonds has been duly
authorized and that all conditions precedent to
the delivery of such Bonds have been fulfilled.
When the documents mentioned in clauses (a) to Wt
inclugivet of this Section shall have been filed with the
Fiscal Agent and when the Bonds described in the ordinance
and resolution mentioned in clauses (a) and (b) of this
Section shall have been executed as required by this otdi-
naftcet the Fiscal Agent shall deliver such Bonds at one time
to or upon the order of the purchasers named in the resolu-
tion mentioned in said clause (b)p but only upon payment to
the Fiscal.Agent of the purchase price of such Bonds. The
Fiscal Agent shall be entitled to rely upon such resolution
as to all matters stated therein.
simultaneously with the delivery of any completion
Bonds, the Fiscal Agent shall apply the proceeds of the
Bonds as follows:
(a) deposit the accrued interest and any
premiums received in the Bond Service Account,
(b) deposit in the Reserve Account an
amount required to make the amount on deposit in
the Reserve Account equal to the Reserve Account
Requirement following the issuance of the com-
pletion Bonds, and
(c) deposit the balance of such proceeds
in the Construction Fund.
Section 209. Temporary Bonds. Until the defini-
tive Bonds are ready for delivery, there may be executed,
and the Fiscal Agent may deliver, in lieu of definitive
Bonds and subject to the same limitations and co ' nditions
except as to identifying numbers, temporary printedri,en-
graved, lithographed or typewritten Bonds in the denomina-
tion of Five Thousand Dollars ($5,000) or any multiple
thotoofp substantially of the t0h6t hereihabdvo got forth]
with or without coupons, And With or without the privilege
of registration as to principal or as to both principal and
interest as the City Commission may provide, and with
appropriate omissions, insertions and variations as may be
required. The City shall cause the definitive Bonds to be
prepared and to be executed, endorsed and delivbre'd to the
Fiscal Agent, and the Fiscal Agent, upon presentation to him
of any temporary Bond accompanied by all unmaturod coupons,
if any, shall cancel the same or cause the game to be
cancelled and authenticate and deliver, in exchange therefott
at the place designated by the holder, without expense to
the holdorr, a definitive Bond or Bonds in the same aggregate
principal amount, maturing on the same date and beating
interest at the same rate as the temporary Bond surrendered.
Upon any such exchange, all coupons appertaining to the
definitive Bonds and representing interest theretofore paid
shall be,detached and cancelled by the Fiscal Agent. Until
so exchanged, the temporary Bonds shall in all respects,
including the privilege of registration if so provided, be
entitled to the same benefit of this Ordinance as the
definitive Bonds to be issued and authenticated hereunder,
and interest on such temporary Bonds, when payable, if the
definitive Bonds with interest coupons shall not be ready
for exchange, shall be paid on presentation of such tem-
porary Bonds and notation of such payment shall be endorsed
thereon, or such interest shall be paid upon -the surrender
of the appropriate coupons if coupons representing such
interest shall be attached to such temporary Bonds.
Section 210. Mutilated, Destroyed or Lost Bonds.
In case any Bonds secured hereby shall become mutilated
or be destroyed or lostr the City may cause to be exe-
cuted, and the Fiscal Agent may deliver, a new Bond
of like date, number and tenor in exchange and substi-
tution for and upon the cancellation of such mutilated
Bond and its interest coupons, if any, or in lieu of and
in substitution for such Bond and its coupons, if any,
destroyed or lost, upon the holder's paying the reason-
able expenses and charges of the City in connection therewith
and, in the case of a Bond destroyed or lost, his filing
with the Fiscal Agent evidence satisfactory to him that such
Bond and coupons, if any, were destroyed or lost, and of his
ownership thereof, and furnishing the City with indemnity
satisfactory to it.
AATfCL8 111,
Redemption of SOM89r,
Section '801, RodeMptton_ qen,OrAALly,. The Bonds
issued- under the provisions of this Ordinance shall be
subject to redemption, either in whole or in part and at
such times and prices, as may be provided by ordinance prior
to the issuance of such Bonds, providedt however, that Any
redemption in part may be made only on an interest payment
date and in the inverse order of maturities.
Any redemption of less than all of the Bonds is-
sued under the provisions of this ordinance and then
outstanding shall be a redemption subject to the provisions
of Section 508 of this ordinance.
if less than all of the Bonds of any one maturity
shall be called for redemption, the particular Bonds to be
redeemed shall be selected by lot by the Fiscal Agent in
such manner as the Fiscal Agent in its discretion may
determine.
Section 302. Redemption Notice. At least thirty
(30) days before the redemption date, a notice of any
such redemption, either in whole or in part, signed
by the Fiscal Agent, (a) shall be publishedoncein a
Daily Newspaper of general circulation in the City,
and in a Daily Newspaper of general circulation or a
financial journal published in the e Borough of Manhattan,
City and State of New York, (b) shall be filed with the
Paying Agents and the Fiscal Agent and (c) shall be mailed,
postage prepaid, to all registered owners of Bonds to be
redeemed at their addresses as they appear on the regis-
tration books hereinabove provided for, but failure so to
mail any such notice shall not affect the validity of the
proceedings for such redemption. Each such notice shall
set forth the date fixed for redemption, the redemption
price to be paid and, if less than all of the Bonds then
outstanding shall be called for redemption, the numbers of
such Bonds..
Section 301. 9f, fga t cif ,Call i ig .for IkLbdLs Pt4'P .
On the date to designated for redemption, notice having
been published and filed in the runner and under the
conditions hereihabove provided, the Bonds so called
for redemption shall become and be due and payable at
the redemption price provided for redemption of such
Bonds on such date, and, moneys for payment of the ro-
demption price being held in separate accounts by the
Fiscal agent in trust for the holders of the Bonds to be
redeemed, all as provided in this Resolution, interest on
the Bonds so called for redemption shall cease to accrue,
the coupons for interest thereon payable subsequent to the
redemption date shah be void, such Bonds shall cease to be
entitled to any lien, benefit or security under this
ordinance, and the holders or registered owners of such
Bonds shall have no rights in respect thereof except to
receive payment of the redemption price thereof.
Section 304. Matured Coupons. All unpaid in-
terest coupons which appertain to Bonds so called for
redemption and which shall have become payable on or
prior to the date of redemption designated in such
notice shall continue to be payable to the bearers
severally and respectively upon the presentation and
surrender of such coupons.
Section 305. Cancellation. Bonds so called for
redemption and all unmatured coupons appertaining there-
to shall be cancelled upon the surrender thereof.
Section 306. Bonds Called for Redemption or
Payment Provided Therefor Not Outstanding. Bonds which
have been duly called for redemption under the provi-
sions of this Article, or with respect to which either
irrevocable instructions to call for redemption or to
pay at their respective maturities and mandatory redemp-
tion dates or any combination of such redemption and
payment have been given by the City to an appropriate
fiduciary institution acting as escrow agent, in form
satisfactory to him and for the payment of the redemp-
tion price and maturing principal amounts of which and
the interest to accrue thereon to the date fixed for
redemption or the dates of their respective maturities
and mandatory redemption dates sufficient moneys, or
Government Obligations in such amounts, bearing,interest
929�
,ram,.
at such tatdg and maturing (without option of prior
payment) at such dates that the proceeds thereof And
the interest thereon will provide sufficient moneys,
shall be hold in topar . Ate accounts by such escrow agent
or by the Paying Agents in trust solely for the holders
of the 8ohdg to be redeemed and paidt all as provided
in this Ordinance, shall not be deemed to be outgtand-
ing under the ptovisioms of this Ordinance and shall
c6atc- to be entitled to Any benefit or security under
this Ordinance other than to receive payment from
such mone,yg.
ARTICLE IV.
Construction Fund.
Section 401, Construction Fund. A special fund
is hereby created and designated "Miami Off -Street Parking
Facility Construction Fund" (herein sometimes called the
"Construction
Construction Fund") which shall be held by the Fiscal Agent
and to the credit of which there shall be deposited the
amounts specified in the last paragraph of Section 207 and
Section 208 of this ordinance:
The moneys in the Construction Fund shall be held by
the Fiscal Agent in trust and applied to the payment of the
Cost of the Project and, pending such application, shall be
subject to a lien and charge in favor of the holders of the
Bonds issued and outstanding under this Ordinance and for
the further security of such holders until paid out as
herein provided.
Section 402. Revolving Fund. The City may withdraw
from the Construction Fund upon its requisitions therefore
signed by the City Manager, or by such officer or employee
of the City as he shall designate to sign in his behalf,
and filed with the Fiscal Agent, at one time or from time to
time, a sum or sums aggregating not more than Fifty Thousand
Dollars ($50,000) exclusive of reimbursements as hereinafter
in this Section authorized, such sums and such reimburse-
ments to be used by the City as a revolving fund for the
payment of items of Cost referred to in Section 403 of this
Article which cannot conveniently be paid as herein other-
wise provided. The revolving fund shall be reimbursed from
time to time for such items of Cost so paid by payments from
the Construction Fund upon requisitions of the City, s'imilarly
signed and filed, specifying the payee and the amount and
purpose of each payment from the revolving fund for which
such reimbursement is requested, accompanied by a certificate,
similarly signed, certifying that each such item so paid was
a necessary item of Cost and that such item could not
conveniently be paid except from such revolving fund, and,
also accompanied by the written approval of such certificate
by the Consulting Engineers.
IV-1
9291
gtctiom 4U. PAYAenb ftbM CbMgttUdt Pay-
itthtt from the Construction Fund, L5-XCbPt trangfetg and
payments under the Pr6Viti6ht Of Section 402 of this Article,
shall be Made in accordance with the provisions of this Sec-
tion. 13ef6to any such payments shall be made the City shall
file with the Fiscal Agent:
(a) a tecluigitiont signed by the City Manager
or by such officer of the City as he shall designate
to sign in his behalf, stating in respect of each
such payment;
(1) the item number of the payment,
(2) the name of the person, firm or corporcl-
tion to whom payment is due,
(5) the amount to be paid, and
(4) the purpose by general classification
for which the obligation to be paid was incurred;
(b) a certificate, signed by the City Manager or
the officer designated by him for such purpose and
attached to the requisition, certifying:
(1) that obligations in the stated amounts
have been incurred by the City and that each item
thereof is a proper charge against the Construc-
tion Fund and has not been paid,
(2) that there has not been filed with or
served upon the City notice of any lien, right to
lien, or attachment upon, or claim affecting the
right to receive payment of, any of the moneys pay-
able to any of the persons, firms or corporations
named in such requisition, which has not been re-
leased or will not be released simultaneously
with the payment of such obligation,
(3) that such requisition contains no item
representing payment on account of any retained
percentages which the City is at the date of such
certificate entitled to retain; And
(c) a certificate, attached to such requisition
and signed by the Consulting Engineers, certifying their
approvalthereof.
IV-2
9 2 9 1
tdpon receipt of each such requisition and acdompanyihq
certificates the Fiscal Agent shall withdraw from the Con-
struction Pund and deposit with the c6mmercial department
of the Fiscal Agent for the credit of a special account in
the Matte of the City, an amount equal to the total of the
amounts to be paid as set forth in such requisition, the
amount so deposited to be used solely for the payment of
the obligations set forth in such requisition, to making
such withdrawals and deposits the Fiscal Agent may rely
upon such requisitions and accompanying certificates. Each
such obligation shall be paid by check drawn on such special
account and signed by a properly authorized officer of the
City and having the same identifying number as the number
stated in the requisition for such obligation. Moneys
deposited to the credit of such special account shall
be deemed to be a part of the Construction Fund until paid
out as above provided6 if for any reason the City should
decide prior to the payment of any item in a requisition
not to pay such item, the City shall give notice of such
decision to the Fiscal Agent, and thereupon the City shall
pay the amount of such item by check drawn on such special
account to the Fiscal Agent for the credit of the Construc-
tion Fund.
Section 404. Cost of Project. For the purposes of this
Article, the Cost of the Project shall include, without
intending thereby to limit or to restrict or to extend any
proper definition of such Cost under the provisions of this
Ordinance, the following:
(a) obligations incurred for labor and ma-
terials and to contractors, builders and material -
men in connection with the construction of enlarge-
ments, improvements and extensions, for machinery
and equipment, and for the restoration of proPerty
damaged or destroyed in connection with such 'con-
struction and for the relocation of utility lines
occasioned by construction and for thedemolition
and disposal of structures necessary or desirable
in connection with such construction;
(b) interest accruing upon the Bonds prior
to the commencement of and during construction
or for any additional period as may be authorized
- by law if so provided, and subject to any limita-
tion, in the ordinance providing for, or author-
izing, the issuance of such Bonds;
IV-3
(c) the cost of acquiting by putchato and
the amount of any award Or final Judgmtht in any
proceeding to acquire by conderAnationp such 1AMd#
structures and improvements, ptbpetty,tight8o
rightg-of-way, frandhi8og, easements, and Other
interests in lands necessary or convenient in con-
tecti6n with such construction or with the operation
of the Ptojectt and the amount of any damages
incident thereto:
(d) expenses of administration properly charge-
able to such construction or acquisition, 109alo
architectural and engineering expenses and fees, cost
of audits and of preparing and issuing the Sondsp fees
and expenses of consultants, financing charge8t fees
and expenses of the Fiscal Agent for their services
under this Article, capital costs to be incurred by The
Operational Agency in connection with the initiation of
its management of the Project, Bond insurance premiums,
taxes or other governmental charges lawfully assessed
during construction, premiums on insurance in connection
with construction, the cost of funding the Reserve
Account and all other items of expense not elsewhere in
this Section specifiedf incident to the financing,
construction or acquisition of the Project and the
placing of the same in operation; and
(e) any Cost incurred by the City for any of the
foregoing purposes, within three years prior to the
date of delivery of the Bonds, in connection with the
acquisition and construction of the Project and paid
for by the City out of funds other than moneys in the
Construction Fund.
Section 405. Title to Properties Acquired. The
City further covenants that the Project will be constructed
on or under land which is owned or can be acquired by the
City in fee simple or over or under which the City shall
have acquired or can acquire either by long term lease orby
perpetual easements for the purposes of the Project, free
from all liens, encumbrances and defects of title whichhave
a materially adverse effect upon the City's right to
use such lands or properties for the purposes intended
or which have been adequately guarded against by a bond
or other form of indemnity, or lands, including public
streets and highways, the right to use and occupy.which
for such purposes shall be vested in the City by law or
by valid rights of way, easements, franchises or licenses.
IV-4
PON 9291
Section 406. AAj't. The City covenants that, at
least once in each twelve (12) fft6hth8 Until the acquisition or
construction of the Project shall have been e6thpleb6d, it
will cause an audit to be t6do by the Accountant covering
All receipts and moneyt than on deposit with or in the name
of the ritcal Agent or the City and the security hold
theroforp and all disbursements made pursuant to the pro-
visions of this Article. Reports of each Audit shall be
filed with the Fiscal Agent and the consulting Engineers.
Copies of such audit reports shall be filed with the City
Clerk,
Section 401. pispos.itioh of construction Puna
Salance. When the construction of the Project shall have
been completed, which fact shall be evidenced to the Fiscal
Agent by a ertificate stating the date of such completion,
signed by thce Consulting Engineers the balance in the
Construction Fund not reserved by the City for the payment
of any remaining part of the Cost of the Project shall be
transferred by the Fiscal Agent to the credit of the General
Reserve Fund.
IV-5
ARTICLE V.
Revenues and Funds.
Section 501, Rate Covenant. The City covenants that
it will fix, charge and collect rates and charges for the
use of the services and facilities furnished by the Project
and that from time to time, and as often as it shall be
necessary, it will adjust such rates and charges by increasing
or decreasing the same or any Selected categories Of rates
and charges so that the Revenues will at all times be
sufficient in each Fiscal. Year to provide an amount at least
equal to the sum of (a) one hundred per centum (100%) of the
Current Expenses of the project for the current Fiscal
Year, (b) one hundred per centum (100%) of the principal and
Interest Requirements for the current Fiscal Year, and (c)
one hundred per centum (100%) of the Reserve Account Deposit
Requirement for the current Fiscal Year.
The City further covenants that if at any time the
Revenues shall not be sufficient to provide such amounts,
it will revise the rates and charges for the services and
facilities furnished by the Project, so that the rates and
charges collected_ in the current and each subsequent Fiscal
Year will result in Revenues sufficient to provide such
amounts.
The City covenants that the rates charged and collected
under this Section shall be equal to or greater than each
category of rate and charge fixed and charged by the City at
any off-street parking facility then operated by the Opera-
tional Agency and located within 1000 feet of the Project.
The City covenants that if in any Fiscal Year the
Revenues shall not have been sufficient to provide the
amounts set forth in the first paragraph of this Section, it
will before the 1st day of November of the following Fiscal
Year'request the Project Consultant and The Operational
Agency to make their recommendations as to a revision of the
rates and charges for the use of the services and facilities
furnished by the Project and copies of such request and such
recommendations shall be filed with the City Manager and the
Fiscal Agent.
In the event that the City shall fail to adjust
rates and charges in accordance with the provisions of this
Section, the Fiscal Agent may and upon the.written request
of the holders of not less than twenty-five per centum (25%)
in principal amount of all Bonds then outstanding shall
institute and prosecute in a court of competent jurisdiction
V-1
AM Appropriate quit, action or proceeding to corbpel the City
to adjust such rate and charges in accordance with the
regUitortents of this Bection, and the City covenants that it
will adopt and charge rates and charges in compliance with
any judgment, order or decree entered in any such suit,
action or proceeding,
Section 502. Annual budget. The City covenants that
on or before the first day of each Fiscal Year it will adopt
a budget of Current Expenses and Capital Expenditures for
such Piscal Year (herein sometimes called the "Annual Budget")
on account of the Project. copies of the Annual Budget shall
be filed with the City Clerk and the Fiscal Agent and mailed
by the City to all Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose.
If for any reason the City shall not have adopted an
Annual Budget before the first day of any Fiscal Year, the
Annual Budget for the preceding Fiscal Year shall until the
adoption of such Annual Budget, be deemed to be in force and
shall be treated as such Annual Budget under the provisions
of this Article.
The City may at any time adopt an amended or supplemen-
tal Annual Budget for the remainder of the then current
Fiscal Year on account of the Project, and the Annual.Budget
so amended or supplemented shall be treated as the Annual
Budget under the provisions of this Article. Copies of any
such amended or supplemented Annual Budget shall be filed
with the City Clerk and the Fiscal Agent and mailed by the
City to all Bondholders who shall have filed their names and
addresses with the City Clerk for such purpose.
The City further covenants that the amount expended for
Current Expenses in any Fiscal Year will not exceed the
reasonable and necessary amount thereof, and that it will
not expend any amount for maintenance, repair and operation
of the Project in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 503. Revenue Fund. A.special,fund is hereby
created and designated the "Miami Off -Street Parking'Facili-
ty Revenue Fund" (herein called the "Revenue Fund"). The
City covenants that all Revenues will be collected and
deposited as received with a Depositary or Depositaries to
the credit of the Revenue Fund. All moneys in the Revenue
Fund shall be held by the City in trust and applied as
provided in this Article.
Section 504. Sihkihq_Aj 4 Other Funds, A apedial
fund is hereby created and designated "Miami Parking Revenue
8onda (Additionally Secured By Non Ad Valorem Revenues)
interest and Sinking Fund" (herein sometimes called the
"Sinking Fund"), There are hereby created in the Sinking
Fund three separate accounts designated "Bond Service
Account'lt "Redemption Account"t and "Reserve Account"
respectively. An additional special fund is hereby created
and designated "Miami Off -Street Parking Facility General
Reserve Fund" (herein called the "General Reserve Fund").
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each such Fund and Account andt pending
such application, shall be subject to a lien and charge
in favor of the holders of the Bonds issued and outstand-
ing under this Ordinance and for the further security of
such holders until paid out or transferred as herein'
provided.
The City Manager shall, on or before the 20th day of
the month next succeeding the month in which Bonds are
initially issued under the provisions of Section 207 of this
Ordinance and not later than the 20th day of each month
thereafter, withdraw an amount equal to the balance remaining
_ in the Revenue Fund on the last day of'the preceding month,
less an amount (to be held for the payment of Current
Expenses) equal to an amount not exceeding the amount
necessary for Current Expenses during the next ensuing three
(3) months as determined by the City Manager, and deposit
the sum so withdrawn with the Fiscal Agent to the credit of
the following Accounts or Funds in the following order:
(a) to the credit of the Bond Service Account, an amount equal to one -sixth (1/6th) of the amount
of interest payable on the Bonds on the interest
payment date next succeeding (less any amount received
as capitalized or accrued interest from the proceeds of
the Bonds which is available for such interest payment)
and beginning August 19 an amount equal*to one -twelfth
(1/12th) of the next maturing installment of principal
on all Serial Bonds then outstanding; provided, however,
that in each month intervening between the date of
delivery of Bonds pursuant to Sections 207 or 208 of
this Ordinance (beginning with the month following, the
month in which such delivery takes place) and the next
v-3
succeeding interest payment date and the next succeed-
ing principal: payment date, rsspectivoly, the amount
specified in this subparagraph shall be that amount
which when itultplied by the number of deposits to the
credit of the Bond service Account requited to be made
during such respective periods as provided above will
equal the amounts required (in addition to any amounts
received as accrued interest or capitalized interest
from the proceeds of such Bonds) for such next succeed-
ing interest payment and next maturing installment of
principal# respectively;
(b) to the credit of the Redemption Account an
amount equal to one -twelfth (1/12th) of the principal
amount of "Perm Bonds then outstanding required to be
re tired, in satisfaction of the Amortization Requirements,
if any, for such Fiscal year, plus the premiums, if
any, on the principal amount of Term Bonds which would
be payable in such Fiscal Year if such principal amount
of Term Bonds were to be redeemed prior to their
respective maturities from moneys held for the credit
of the sinking Fund;
(c) to the credit of the Reserve Account,
such amount, if any, of any balance remaining
after making the deposit under clauses (a) and (b)
above (or the entire balance if less than the required
amount) as may be required to make the amount deposited
in such month to the credit of the Reserve Account
equal to the Reserve Account Deposit Requirement for
such month;
(d) to the credit of the General Reserve Fund,
the balance, if any, remaining after making the
deposits under clauses (a), (b) and (c) above.
If the amount deposited in any month to the credit
of any of the Accounts or Funds mentioned in (a) to (c),
inclusive, above shall be less than the amount required to
be deposited under :.he foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative
and the amount of any deficiency in any month shall be added
to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies'
have been made up. The amounts,required to be deposited in
the Accounts mentioned in clauses (a), (b) and (c) above in
any month may be reduced to the extent that all or a portion
of the deposit required in any such month has theretofore
been realized from the investment of moneys on deposit in.
any such Account.
V-4
.,. 9I
t
r
I
Section sn. P?P.ytYt At. 6f C t . ht_., xpe,t� 6. The
Current Fkpenses stall be paid from the Revenue Fund
as the samo become due and payable. Payments front the.
Revenue Putid shall. be Made in accordance with procedures
established by the City from time to time, the Annual
Budget 'and the covenants in Section 501 of this Article.
Section 506. AAppligatioh of Mgt)eys in .: and _. wigs
Account. The Fiscal Agent small, during the period of five
(5) business days immediately preceding each interest
payment date, withdraw from the Bond Service Account, and
(a) remit by mail to each owner of Bonds registered as to
both principal and interest the amounts required for paying
the interest on such Bonds as such interest becomes due and
payable and (b) deposit in trust with the Paying Agents the
amounts required for paying the interest on the Bonds as
such interest becomes due and payable and the principal of
all Serial Bonds as such principal becomes due and payable.
Section 501. Application of Moneys in Redemption
Account. Moneys held for the credit of the Redemption
Account shall be applied to the retirement of the Term Bonds
issued under the provisions of this Ordinance as follows:
(a) Subject to the provisions of paragraph
(c) of this Section, the Fiscal Agent may purchase
any Term Bonds secured hereby and then outstanding,
whether or not such Term Bonds shall then be subject
to redemption, on the most advantageous terms obtain-
able with reasonable diligence, such price not to ex-
ceed the principal of such Term Bonds plus the amount
of the redemption premium, if any, which might on the
next redemption date be paid to the holders of. such
Term Bonds under the provisions of Article III of this
Ordinance if such Term Bonds should be called for re-
demption on such date from moneys in the Sinking .Fund.
The Fiscal Agent shall pay the interest accrued on
such Term Bonds to date of settlement therefor from
the Bond Service Account and the purchase price from
the Redemption Account, but no such purchase shall be
made by the Fiscal Agent within the period of forty-
five (45) days next preceding any interest payment date
on which such Term Bonds are subject to call for re-
demption under the provisions of this Ordinance, except_
from moneys other than moneys set aside or deposited
for the redemption of Term Bonds.
V-5
(b) Subject to the provisions of Article III
of this Ordinahce and paragraph (c) of this 8ecti6h,
the Fiscal Agent may call for redemption on each
interest payment date on which Terf Bonds are subject
to redemption such amount of such 'Term Bonds as, with
the redemption premium, if any, will exhaust the Moneys
which will be held for the credit of the Redemption
Account on said interest payment date as nearly as
may be; provided, however, that not less than Fifty
Thousand Oollars ($50,OOo) principal amount of Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy the
Amortization Requirement for any Fiscal Year. Such
redemption shall be made pursuant to the provisions
of Article III of this Ordinance. The Fiscal Agent
shall during the period of five (5) business days
prior to the redemption date withdraw from the Bond
Service Account and the Redemption Account and set
aside in separate accounts or deposit with the Paying
Agents the respective amounts required for paying the
interest on, and the principal and redemption premium
of, the Term Bonds so called for redemption.
(c) Moneys held by the Fiscal Agent in the
Redemption Account shall be applied by the Fiscal Agent
each Fiscal Year to the retirement of Bonds then
outstanding in the following order:
First': the Term Bonds to the extent of the
Amortization Requirement, if any, for such Fiscal
Year for such Term Bonds, plus the applicable
premium, if any, and any deficiency in any preced-
ing Fiscal Years in the purchase or redemption of
such Term Bonds under the provisions of this
subdivision and, if the amount available in such.
Fiscal Year shall not be sufficient therefor, then
in proportion to the Amortization Requirement, if
any, for such Fiscal Year for'the.Term Bonds
then outstanding, plus the applicable premium, if
any, and any such deficiency.
Second: Term Bonds, if any, in such manner
as the City Manager shall determine results in the
greatest economic benefit to the City.
v-6
9�1
Third-* after the retirement of all Term
Bonds, if any, Serial Bonds issued under the
provisi6ng of this Ordinance in the inverse
order of their Maturities,
Upon the retirement of any Bonds by purchase or �
redoitption the Fiscal Agent shall file with the City
CoMission a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon,
The expenses in connection with the purchase of redemption �
of any Bonds shall be paid by the City from the Revenue M
Fund, _
Section 508, Application_ of Moneys ._in, ReserveAcco,unt,
Moneys held for the credit of the Reserve Account shell
first be used for the purpose of paying the interest on and
the principal of the Bonds whenever and to the extent that
the moneys held for the credit of the Bond Service Account
and the General Reserve Fund shall be insufficient for such
purpose and thereafter for the purpose of making deposits
to the credit of the Redemption Account pursuant to the
requirements of clause (b) of Section 504 of this ordinance
whenever and to the extent that withdrawals from the Revenue
Fund and the amount on deposit in the General Reserve Fund are insufficient for such purposes. If at any time the
moneys held for the credit of the Reserve Account shall
exceed the Reserve Account Requirement, such excess shall
be withdrawn by the Fiscal Agent and deposited to the credit
of the Revenue Fund.
Section 509. Application of Designated Revenues.
The City covenants that if in any Fiscal Year moneys held
for the credit of the Reserve Account are withdrawn and
deposited to the credit of ,the Bond Service Account or
the Redemption Account as provided in Section 508 of this
Article, the City will in the City budget 'for .the next
ensuing Fiscal Year budget as a first priority item an
amount equal to the amount of such withdrawal from the
Reserve Account. Such budgeted amount shall be a first
charge against the Designated Revenues received in such
next ensuing Fiscal Year and upon the receipt by the City
V-7
of begignated Revenues in such next ensuing Fiscal Year such
Designated Revenues shall first be deposited as received
with the Fiscal Agent for the credit of the Reserve Account
until the amount to deposited equals such budgeted amount.
The budgeting and deposit requirement of this Secti6m shall
be cumulative and to the extent that Designated Revenues
received by the City in any Piscal Year are not sufficient
to make deposits in the Reserve Account equal to ell prior
withdrawals, which have not been restored from Designated
Revenues, the City shall remain obligated to budget and
deposit amounts sufficient to make up any such unrestored
withdrawals.
Section 510, Application of Moneys in the General
Reserve Fund. Moneys held for the credit of the General
Reserve Fund may at the election of the City be applied:
(a) to reimburse the City for any amounts
deposited in the Reserve Account from Designated
Revenues pursuant to Section 509 of this Article,
(b) to purchase or redeem 'Bonds,
(c) to pay the cost of unusual or extraordinary
maintenance or repairs, the cost of renewals and re-
placements and the cost of acquiring, installing or
replacing equipment all related to the Project and the
cost of acquiring and constructing additions and
improvements to the Project and engineering, legal and
administrative expenses related to the foregoing, and
(_d) to make up deficiencies in anyof the Ac-
counts and Funds created by this Ordinance including
any deficiencies in the Revenue Fund required for the
payment of Current Expenses.
Provided, however, that in the event of any deficien-
cies in any Accounts or Funds created by this Resolution
the moneys in the General Reserve Fund shall be applied
as provided in paragraph (d) above to make up all such
deficiencies prior to 'applying any moneys in the Reserve'
Account for such purpose and prior to applying moneys in the
General Reserve Fund for the purposes described in para-,
graphs (a), (b) and (c) above.
Section 511. Application of Moneys in Sinking Fund.
Subject to the terms and conditions set forth in this
Ordinance, moneys held for the credit.of the Sinking Fund
shall be held in trust and disbursed by the Fiscal Agent .for
(a) the payment of interest on the Bonds issued hereunder as
such ittdrOtt becomes duo and payable, or (b) the payment of
the Principal Of such Bonds at their maturiti6ap or (C) the
payment of the purchase or redemption price of such soft.46
before their maturity and such Moneys are hereby Pledged
to and charged with the payments mentioned in this Section#
Section 512- MOnoY-8--kiold in gust. All Moneys
which the Vi8dal Agent shall have withirawn from the
Sinking Fund or Shall have received from any other Source
and deposited with the Paying Agents, for the purpose
of paying any of the gonds hereby Secured, either at
the maturity thereof or upon call for redemption, or
for the purpose of paying any maturing Coupons apper-
taining to any of the Bonds hereby secured, shall be
held in trust for the respective holders of such 'Bonds
or coupons. But any moneys which shall be so get aside
or deposited by the Fiscal Agent and which shall remain
unclaimed by the holders of such Bonds or of such coupons
for the period of six (6) years after the date `on which
such Bonds or such coupons shall have become due and
payable shall upon request in writing be paid to the
City or to such officer, board or body as may then be,
entitled by law to receive the same, and thereafter
the holders of such Bonds or coupons shall look only
to the City or to such officer, board or body, as
the case may be, for the payment and then only to the
extent of the amounts so received without any interest
thereon, and the Paying Agents shall have no responsi-
bility with respect to such moneys.
Section 513. Cancellation of Bonds and Coupons.
All Bonds paid, redeemed or purchased, either at or before
maturity, together with all unmatured coupons, if any,
appertaining thereto, shall be cancelled upon the payment,
redemption or purchase of such Bonds and shall be delivered
to the Fiscal Agent when such paymenti redemption or
purchase is made. All coupons, which are paid by the
Paying Agents, shall be cancelled upon their payment and
delivered to the Fiscal Agent. Except for such coupons,
all Bonds and coupons cancelled under any of the provi-
sions of this Ordinance shall be destroyed by the Fisdal,
Agent, which shall execute a certificate in duplicate ,
describing the Bonds and coupons so destroyed except that
the numbers of the Bonds to which such coupons appertain
ma be nmif-f-,ZA ""I'Mac oth .1 AA , 4. 1, U
j It. vy .17 I= l- = %� = Y U = City,
and one executed certificate shall be filed with the
City Clerk and the ether executed certificate shall be
retained by the Pittal Agent, The coupbmt 96 paid by
the Payinq Agent shall be dogttbyod by the fiscal Agent,
and the Fiscal Agent shall execute a Certificate in trip
licate describing the coupons so destroyed except that the
huMberg 6f the 86hd9 t6 which such c6up6n8 appertain IMAY
be othittod unless otherwise directed by the City, and one
executed certificate shall be filed With the City Clerk
and another with the Fiscal Agent and the third executed
certificate shall be retained by such Paying Agent.
V-10
AATICL8 VIA
Depositaries of moneys, Security for Deposits
and Investment of puftdg,
Section 60. 8ecuti,ty,_fpr Deposits. All moneys
received under the provisions of this Ordinance shall be
hold either by the Fiscal Agent in accordance herewith Or
shall be deposited with a bepositaty or bepositario8t shall
be held in trust, shall be applied only in accordance with
the provisions of this Ordinance and shall not be subject to
lien or attachment by any creditor of the City.
All moneys held by the Fiscal Agent or deposited
with any Depositary hereunder in excess of the amount
guaranteed by the Federal Deposit Insurance Corporation or
other Federal agency shall be continuously secured for the
benefit of the City and the holders of the 86ndsp either
(a) by lodging with a bank or trust company approved by
the City as custodian, or, if then permitted by law, by
setting aside under control of the trust department of
the bank holding such deposit, as collateral security,
Government Obligations, or, with the approval of the
City Manager, other Investment Obligations eligible
as security for the deposit of trust funds under appli-
cable regulations of the Comptroller of the Currency of
the United States or applicable State of Florida law,or
regulations, having a market value (exclusive of accrued
interest) not less than the amount of such deposit, or
(b), if the furnishing of security as provided in (a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, or permitted by
applicable State of Florida or Federal laws or regulations
regarding the security for, or granting a preference in
the case of, the deposit of trust funds; provided, how-
ever, that it shall not be necessary for the the Fiscal
Agent or any Paying Agents to give security for the deposits,
of any moneys with them for the payment'of the principal of
or the redemption premium or the interest of any Bonds
issued hereunder, or for the Fiscal Agent to give security
for any moneys which shall be represented by obligations
purchased under the provisions of this Article as an in-
vestment of such moneys.
VI-1
92 9 t
All moneys held by the Fiscal Agent and daposited
With each Depositary shall be credited to the particular
Fund or Account to which such honeys belong.
Section 602, 1MVestmeht, Of .Moneys. Moneys held
for the credit of the Constructian Fund, the Revenue
Fund, the Dond Service Account, the Redemption Account,
and the General Reserve Fund, shall, as nearly as may be
practicable, be continuously invested and reinvested by =
the Fiscal Agent in Investment Obligations which shall
mature, or which shall be subject to redemption by the
holder thereof at the option of such holder, not later
than the respective dates when moneys held for the credit
of said Funds and Accounts will be required for the put -
poses intended, or in Time Deposits; provided, however,
that each such Time Deposit shall permit the moneys so
placed to be available for use at the times provided above.
Moneys held for the credit of the Reserve Account —
shall, as nearly as may be practicable, be continuously -
invested and reinvested by the Fiscal Agent in Investment
Obligations, which Investment Obligations shall mature, or
shall be subject to redemption by the holder thereof at the _
option of such holder, not later than ten (10) years after the date of such investment, or in Time Deposits, provided,
however, that each such Time Deposit shall permit the moneys
so placed to be available for use at the times provided
above.
Investment Obligations and Time Deposits so purchased
as an investment of moneys in any such Fund or Account shall
be deemed at all times to be part of such Fund or Account.
The interest accruing thereon and any profit realized from
such investment shall be credited to such Fund or Account
and any loss resulting from such investment shall be charged
to such Fund or Account, provided, however, that interest
accruing on and.any profit realized from the investment of.
moneys in the General Reserve Fund shall be deposited to
the credit of the Revenue Fund. The Fiscal Agent shall
sell or present for payment or redemption any Investment
Obligations so acquired whenever it shall be necessary'
so to do in order to provide moneys to meet any payment
from such Fund or Account. Neither the Fiscal Agent nor any
agent thereof shall be liable or responsiblefor any loss
resulting from any such investment.
VI-2
92 1
In Computing the amount in any PUtd or Add6unt ct6at6d
PUtsUant to the ,provisions of thit Otdihandap excepting
the Reserve Acdoufttt obligati6h8 purchased at an iftvt6tm6ftt
Of Coneys therein shall be valued at the cost or market
price thereof, whichever is 16Wetr, LsXdlU8i1VO Of Accrued
interest. In COMpUting the amount of the Reserve Accouhtp
obligations purchased as an investment of moneys therein
shall be valued at their current market price. the Director
of Finance shall On the 18t day of May and Oodember 'in each
year calculate the market price of all such obligations and
if such total market price, together with any cash then held
in the Rog6tve Account, shall be less than the Reserve
Account Requirorhontt the City shall be obligated within the
ensuing ninety (90) days either to make deposits at the
times provided in 8ection 504(c) of this ordinance or to
make deposits from the General Reserve Fund pursuant to
8ectioh 510(d) of this ordinance in amounts required to make
the market price of all such obligations together with any
cash then held in the Reserve Account equal to the Reserve
Account Requirement.
vi -3
ARTICLE Vll.
Particular Covenants
Section 701. Rayie,nt of1� i ipa1, 1nte est and
pr6mium. The City covenants that it will promptly pay
the ncipai of and the interest On each and every
Bond issued under the provisions Of this Ordinance
at the places, on the dates and in the manner specified
herein and in said Bonds and in the coupons, if any,
appertaining thereto, and any premium required for the
retirement of said Bonds by purchase or redemption,
according to the true intent and meaning thereof. Such
principal, interest and premium will be payable solely
from the Revenues and, to the extent provided in section
509 of this Ordinance, from the Designated Revenues and
said Revenues and Designated Revenues are hereby pledged
to the payment thereof in the manner and to the extent
hereinabove particularly Specified.
Bonds issued under the provisions of this ordinance
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Revenues and Designated Revenues. The issuance of the Bonds
shall not directly or indirectly or contingently obligate
the City to levy or to pledge any form of taxation whatever
therefor, nor shall any such Bonds constitute a charge, lien
or encumbrance, legal or equitable, upon any property of the
City.
Section 702. Covenant Against Encumbrances. The
City further covenants that, from the Revenues, it will
pay all governmental charges lawfully levied or. assessed
_ upon the Project or any part thereof or upon any 'Revenues
when the same shall become due, that it will duly observe
and comply with all valid requirements of any municipal or
_ governmental authority relative to the Project, that it
will not create or suffer to be created any lien or charge
upon the Project or any part thereof, or on the Revenues or
on the Designated Revenues, other than as provided herein,
ranking equally with or prior to the Bonds, and that, out of
the Revenues, it will pay or cause to be discharged, or will
make adequate provision to satisfy and discharge all lawful
claims and demands for labor, materials, supplies or other
objects which, if unpaid, might by law become,a lien upon
VII-1
�,`�, 91
the Project or any part thereof or the revenues; provided,
howavtr, that nothing contained in this Section shall
require the City to pay or cause to be discharged, or make
provision for, any such lien or charge to bong as the
validity thereof shall be contested in good faith and by
appropriate legal proceedings.
Section 708. Retention of. the ope t�otisi . ,gen y, The
City covenants and agrees that it will retain the Operational
Agency to operate the parking facilities in the Project
Section -704, tMployme-nt,of Consulting, Engineers. The
City covenants and agrees that it will for the purpose of
performing and carrying out the duties imposed on the Con --
suiting Engineers by this Ordinance employ an independent
engineer or engineering firm or corporation of suitable
experience and responsibility.
Section 705. Employment of Project Consultant. The
City covenants and agrees that it will from time to time
for the purpose of performing and carrying out the studies
and making the recommendations assigned to the Project
Consultant by this Ordinance employ a management consultant
or a management consulting firm or corporation having a
favorable repute for skill and experience in analyzing the
operations of the Project.
Section 706. Employment of Accountant. The City cove-
nants and agrees that it will for the purpose of performing
and carrying out the duties imposed on the Accountant by
this Ordinance employ a certified public accountant or firm
of certified public accountants of suitable experience and
responsibility.
Section 707. Insurance. The City covenants that. it
will at all times carry insurance, in a responsible insurance
company or companies authorized and qualified under the laws
of the State of Florida to assume the risk thereof, covering
such properties included in the Project as are customarily
insured, and against loss or damage from such causes as are
customarily insured against, by companies engaged in similar
business.
All such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such policies shall be
filed with the Fiscal Agent and the City Manager shall have
the sole right to receive the proceeds of such policies and
VII-2
r� 9�`
to collect and receipt for claims thereunder. The proceeds
of any and all such insurance shall be deposited by the City
Manager in the name of the City its a Depositary.
The City covenants that, upon any loss or damage to
any properties included in the Project resulting from any
cause, whether or not such loss or damage shall be covered
by insurance, it will proceed with the repairing, replacing
or reconstructing (either in accordance with the original or
a different design) of the damaged or destroyed property,,
and that it will forthwith commence and diligently prosecute
the repairt replacement or reconstruction of the damaged or
destroyed property unless it shall determine after consulta-
tion with the Consulting Engineers that the repair, replace-
merit or reconstruction of such property is not essential to
the efficient operation of the Project.
The proceeds of all insurance referred to in this Sec-
tlon shall be available for and shall, to the extent neces -
sary, be applied to the repair, replacement or reconstruction
of the damaged or destroyed propertyt and shall be paid out
in the manner hereina'bove provided for payments from the
Construction Fund. If such proceeds are more than sufficient
for such purposes the balance remaining shall be deposited
to the credit of the General Reserve Fund. If such proceeds
shall be insufficient for such purpose, the deficiency may
be supplied out of any moneys in the General Reserve Fund.
All insurance policies shall be open to the inspection
of the Fiscal Agent and the Bondholders and their representa-
tives at all reasonable times. The City Manager is hereby
authorized in the name of the City to demand, collect, sue
and receipt for the insurance money which may become due and
payable under any policies payable to it. Any appraisement
or adjustment of any loss of damage and any settlement or
payment of indemnity therefor which may be agreed upon
between the City and any insurer shall be evidenced to the
City Manager by a certificate signed by the officer or
officers of the City responsible for managing the Project.
Notwithstanding the foregoing provisions of this Sec-
tion, the City may institute and maintain fiscally sound and
prudent self-insurance programs with regard to such risks as
shall be consistent with the recommendations of a qualified
and regionally recognized insurance consultant.
VII-3
Section 708. U86 6f_k0yAftULh8. The City eovt-
n6ht6 And agrees thatt to long as any of the Bonds
secured hereby shall be outstanding, none of the Rtvt
hUet Will be used for any purpose Other than,as pt6Vided
in this Ordinance, and that no contract or contracts
will be entered into or any action taken by which the
rights of holders of the Bonds might be impaired or
diminighe-d.
Section 709, Rpdordgt_,Acqount8 and Audits. The
City covenants that it will keep the furidst accounts,
moneys and investments relating to the Project separate
from all other fund6o accounts'moneys and investments of
the City or any of its departments, and that it will keep
accurate records and accounts of. all items of costs and
of all expenditures relating to the Project and of the
Revenues collected and the application of such Revenues.
Such records and accounts shall be open to the inspection
of all interested persons,
The City further covenants that at least quarterly
during each Fiscal Year beginning with the first full
Fiscal Year following the date of delivery of Bonds
pursuant to Section 207 of this ordinance it will cause
to be filed with the City Clerk and the Fiscal Agent
an unaudited interim report, signed by the City Manager,
setting forth in respect of the preceding three-month
period:
(a) a separate income and expense account for
the Project showing the Net Revenues and a calculation
showing whether the City is in compliance with Section
501 of this Ordinance,
(b) all deposits to the credit of and with-
drawals from each special Fund and Account created
under the provisions of this ordinance,
(c) the details of all Bonds issued, paid,
purchased or redeemed,
(d) a balance sheet as of the end of such
three-month period, and
(e) the amounts on deposit at the end of
such three-month period in each bank or trust com-
pany and the security held therefor.
VII-4
{
e
The City further covenants that within six months
after the close of each Fiscal Year it will cause an audit
to be completed of its books and accounts pertaining to
the project by the Accountant. Reports of each such audit
shall be filed with the City Comthission, the City Managor
and the Fiscal Agent, and copies of such report shall be
mailed to any Bondholder who shall have filed hit game and
Address with the City Clerk for such purpose. Fach such
audit report shall set forth in respect of said Fiscal _
Year
the same matters as are hereinabove required for the
-
quarterly reports and shall include a comparison with the
Annual gbdget for said Fiscal Year. The Accountant, in
addition to such audit reports shall furnish a special re-
port stating that an examination of the financial statements ■
has been conducted in accordance with generally accepted
auditing standards and stating whether: such financial
statements present fairly the financial position of the
Project and the results of their operations and changes in
its financial position for the period covered by such audit
report in conformity with generally accepted accounting
principles applied on a consistent basis. Such special
report shall state (i) whether at year any violation of
bond covenants existed and (ii) if at any time during the
Fiscal Year under audit an event of default (as defined in
Section 802(a)- through (e) inclusive) occurred and if so,
the nature of the default. Such special reports shall be
limited to financial matters described in the Ordinance.
In the event that for any reason beyond the control of the —
City, it is unable to obtain the foregoing certificate as
to compliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of the Section, if, in lieu of the certificate
required above such certificate states the reasons for
such non-compliance or non -conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Project
to be made as required by law or by any applicable rules
or regulations of any governmental authority having jur-
isdiction in the premises. The cost of such audits shall
be treated as a part of the cost of operation.
For the purposes of this Ordinance each fund
created hereunder shall be a series of accounts within
the book of accounts of the City and shall connote a
VII-5
9291.
tOltegatiOA of addoUnts, Which will support special pur-
pose disclosure report§, not to be construed as a separate
get of book§ of adcounts.
Section 710. Mforcefhent Of Co _iections. The City
will diligently enforce and collect the rates, fees and
other Charges for the services of the Project; will take
all steps, actions and proceedings for the enforcement and
collections of such rates, fees and charges as shall become
delinquent to the full extent permitted or authorized by
law; and will maintain accurate records with respect thereto.
All such rates, fees, charges and revenues herein pledged
Shall, as collected be held in trust to be applied as
provided in this Ordinance and not otherwise.
Section 711. No Sale or Mortgage of Project. ( a ) The
City covenants that so long as any Bonds shall be outstanding
under the provisions of this Ordinance and except as in this
Ordinance otherwise permitted, it will not sell, lease or
otherwise dispose of or encumber the Project. The City may,
however, from time to time, sell any machinery, fixtures,
apparatus, tools, instruments, or other movable property
acquired by it in connection with the Project, or any
materials used in connection therewith, if the City shall
determine that such articles are no longer needed or are no
longer useful in connection with the construction or opera-
tion and maintenance of the Project, and the proceeds
thereof shall be applied to the replacement of the proper-
ties so sold or disposed of or shall be deposited to the
credit of the Redemption Account or the General Reserve
Fund, at the option of the City.
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time sell,
trade or lease such other property forming partof the Pro-
ject as is not needed or serves no useful purpose in con-
nection with the:maintenance and operation of the Project
and the proceeds of any such sale of property which is de-
clared by resolution of the City Commission to be unneces-
sary for the Project shall be deposited to the credit of
the Redemption Account or the General Reserve Fund, as may
be provided by such resolution. The City may also lease
such portions of the Project as shall have been designed and
constructed to be leased without regard to the findings
mentioned in the preceding sentence. The property received
in exchange pursuant to any trade shall be deemed to be a
part of the Project. The rentals under any such lease shall.
be deposited to the credit of the Revenue Fund.
VII-6
2 9 1
�nmm�nw�rrtom i
(e) No,twithstanding the PtoVi8i6nit of paragraph (a)
of this section, the City f0AY ftbth biMb to tiMd Ptr-
manthtly abandon the Use of, sell, trade or ItagO any
property forming 6 part of the Project but only if
(1) there shall be filed with the City
Cletk and the Fiscal Agent ptiot to such abandonments
tale or lease a cortificatot signed by the City Manager
and approved by the Consulting gnginetr8o stating
(A) that the City is not then in
default 'in the performance of any of the
covenants, conditions, agreements or pro-
visions contained in this Ordinance, and
(8) that the Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonmentt sale or lease
and any replacement are not loss than one
hundred per centum (100%) of the maximum
aggregate Principal and interest Require-
ments for any Fiscal Year thereafter, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Project under the provisions of paragraph (c)
of this Section shall either be deposited by the City to,
the credit of the Redemption Account or the General Reserve
Fund, at the option of the City, or shall be applied to
the replacement of the property so sold, and any property
acquired as such replacement shall become apart of the
Project subject to the provisions of this ordinance. The
rentals under any such lease shall be deposited to the,
credit of the Revenue Fund.
VII-7
Remedies
Section 01 . gxtp"-i.on of .Intee,st , %4yiept Ih
case the time for the payment of any coupon or the in-
tere5t of any Mond registered as to both principal and
interest shall' be extended, whether or trot such eaten-
Sion be by or with the consent of the City, such coupon
or such interest so extended shall not be entitled in
case of default hereunder to the benefit or security
of this Ordinance except subject to the prior payment
in full of the principal of all Bonds then outstanding
and of all coupons and interest the time for the payment
of which shall not have been extended.
Section 802. Events of Default. Each of the
following events is hereby declared an "event of de-.
fault", that is to say: If
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Amortization Requirement shall not be male, if
required herein; or
(d) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(e) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Projects
and any such judgment shall not be discharged within
sixty (60) days from the entry thereof or an Iappeal
shall not be taken therefrom or from the order, decree
or process upon which or pursuant to 'which such judg-
ment shall have been granted or entered, in such',manner
VIII-1
9291
as to stay the execution of or levy under such judg-
MOMtr 6rdert decree or process or the enforcemeht
thereof; or
(f) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or Consents to the
appointment of a receiver or trustee for itself or
for the whole or any part of the project; or
(g) if the City is adjudged insolvent by a
court of competent jurisdictions or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City, or an order; judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(h) if the City shall file a petition or
answer seeking reorganization or any arrangement
under the Federal bankruptcy laws or any other
applicable law or statute of the United States of
America or any state thereof; or
(i) if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or
control of the City or of the whole or any substan-
tial part of its property, and such custody or
control shall not be terminated within ninety (90)
days from the date of assumption of such custody or
control; or
(j) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this Ordinance on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same'to be remedied shall
have been given to the City, which notice the Fiscal
VIII-2
9291
i
Agent may give to the City and upon the written to -
quest Of not lost than twenty-five Pot CoMtUM (25%) in
aggregate principal -Amount Of the Bonds then out8tand-
irig shall give to the City.
Section 801. Acceleration of__'MAtpritie8. Upon the
happening and continuance of any event of default speci-
fied in clauses (a) through (i) of Section 802 of this
Article, then and in every such case the Fiscal Agent may
and upon the written request of the holders of not loss
than twenty-five per centum (25%) in aggregate principal
amount Of the Bonds then outstanding shall, by a notice in
writing to the City; declare the principal of all of the
Bonds then outstanding (if not then due and payable) to be
due and payable immediately, and upon such declaration the
same shall become and be immediately due and payable, any-
thing contained in the Bonds or in this Ordinance to the
contrary notwithstanding, provided that if at any time after
the principal of the Bonds shall have been so declared to be
due and payablet and before the entry of final judgment or
decree in any suit, action or proceeding instituted on
account of such default, or before the completion of the
enforcement of any other remedy under this Ordinance,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any Bonds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited
with the Paying Agents, and every other default in the
observance or performance 6f any covenant, condition,
agreement or provision contained in the Bonds or in this
Ordinance (other than a default in the payment of the
principal of such Bonds then due only because of a dec-
laration under this Section) shall have been remedied,
then and in every such case the Fiscal Agent may and
upon the written request ofthe holders of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its conse-
quences, but no such rescission or annulment shall extend,
to or affect any subsequent default or impair any right
consequent thereon.
VIII-3
1
the
5e
ctit5n g 4. n orcet�ent .of .venttkemedofsdefauit speci-
,appenin and continuance of any e then and in evety
fied in Section S�alogthis
tnata deupon the written request
such case the tis an two -five per` centurn
en
of the holder s.ateof n�rincipalt less hamount nof the
otectdandhenforce
(5) in aggreg roceed to pr
outstanding he shall p
of the Bondholders under VIor
pro"
under
the rightssuch suits, action ecifie
this Ordinance by o at law, either for the sp
Ceedings in equity or agreement contained herein
performance of any covenant
owed herein granted or for
or in aid or execution oalegal or equitable remedy►,
the enforcement of any proper
YOtect
as such Fiscal Agent shall deem most effectual to p
and enforce such rights. Any-
PYo P'ata A lication_of. Funds.
Section $05• notwith5tandy
in this Ordinance to th5 inntherSinking Fund shall
thing time the money
ing, if at any, rincipal of or the inter=
not be sufficient to pay the p
acceleration of maturities
— est on the Bonds as the game become due and payable
1e
(either by their terms
provisions of Sect ionmoneisfthensavailable�or
under the p whether
such moneys, together with any ur ose,
thereafter becoming available for such p ovided for in
through the exercise of the
shallremedbesapplied as follows:
this Article or otherwise► of all the Bonds
(a) Unless the principal
— shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
f i__—:
to the payment of the persons
entitled thereto of alableton1thetBonds,s Of n
terest then due and pa
Y
in the order in which sucana�nifa lments
become due and payable, to
available shall not be sufficiennstallmentt then to
full, any particular to the amounts
the payment ratably, according
due on such installment, to the persons en -
without any discrimination
titled thereto, t as to any difference
or preference ex cep eci-
in the respective rates of interest sp
fied in the
!n6"X�;1xe.
s6CO-h-d-1 to the payment of the persons
entitled thereto of the unpaid principal of.
any of the Bonds which shall have become due
(other than bands celled for redemption for
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they became due# ands if
the amount available shall not be sufficient
to pay in full the principal of Bonds due on
any particular date, together with such
interest, then to the payment first of such
interest, ratably according to the amount of
such interest due on such date, and then to
the payment of such principal` ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or -
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and the principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Ordin-
ance.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably,,accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thereto with'-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
VIII-5
r.
(c) if the principal of all the Bonds shall
have been declared due and payable and if sudh
declaration shall theteaftet have been rescinded
and annulled under the provisions of Section 80
of this Article, then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
maining in and theteaftet accruing to the Binking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys are to be applied by the Fiscal Agent
pursuant to the provisions of this section, such moneys -
shall be applied by the Fiscal Agent at such times, and
from time to time, as the Fiscal Agent in its sole discee--
tion shall determine, having due regard to the amount of
such moneys available for application and the likelihood
of additional moneys becoming available for such application
in the future; the deposit of such moneys with the Paying —
Agents, or otherwisesettingaside such moneys, in trust
for the proper,purpose, shall constitute proper application
by the Fiscal Agent; and the Fiscal Agent shall incur no
liability whatsoever to any Bondholder or to any other
person for any delay in applying any such funds, so long as
the Fiscal Agent acts with reasonable diligence, having due
regard to the circumstances, and ultimately applies the same
in accordance with such provisions of this Ordinance as may
be applicable at the time of application. Whenever the
Fiscal Agent shall exercise such discretion in applying
such funds, it shall fix the date upon which such applica-
tion is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease
to accrue.. The Fiscal Agent shall give such notice as it
may deem appropriate of the fixing of any such date, and
shall not be required to make payment to the holder of any
unpaid coupon or any Bond until such coupon or such Bond
and all unmatured coupons, if any, appertaining to such Bond
shall be surrendered to it for appropriate endorsement.
Section 806. Effect of Discontinuance of Pro-
ceedings. In case any proceeding taken by the Fiscal
Agent on account of any default shall have been dis-
continued or abandoned for any reason, then and in
VIII-6
every such case the City and the Fiscal Agent shall be
restored to their former positions and rights hereuhderi
respectiVoly, and all rights and remedies of the Fiscal
Agent and the 8ohdholders shall continue as though no
such proceeding had been taken.
Section 807. I�estrictioti on Individual Bondholder
Actions. No holder ofu any of the Bonds hereby Secured)
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the Secu-
rity of this Ordinance, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at law or in equity shall be instituted, had
and maintained for the benefit of all holders of such
Bonds and coupons.
Section 808. No Remedy txclu,siVe. No remedy
herein conferred upon the Fiscal Agent on behalf of the
Bondholders is intended to be exclusive of any other remedy
or remedies herein provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809. Delay Not a_Waiyer, No delay or omis-
sion of the Fiscal Agent to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Article to the Fiscal Agent on behalf
of the Bondholders may be exercised from,time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Bondholder to enforce the payment of the principal
of and interest on this Bond, or the obligation of the City
to pay the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARM= Ut
8xedution of Ih8ttUmOftt8 by Bondholders
and Proof of Ownership 6fAohds,
8odti0h 901, 8x0cution of fngtrdmehts by"_Bo'qo'n
holders and Proof Of a Any reqUegtp
ditOCti0hj Content Or Other instrument in writing re-
quired or permitted by this Ordihance to be signed or
executed by Bondholders may be it any number of con-
current instruments of similar tenor and may be signed
or executed by such Bondholders or their attorneys or
legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall
be sufficient for any purpose of this Ordinance and
shall be conclusive in favor of the City with regard
to any action taken by it under such instrument if
made in the following matter:
(a) The fact and date of the execution by
any person of any such instrument may be proved
by the verification of any officer in any juris-
diction who, by the laws thereoff has power to
take affidavits within such jurisdictioht to the
effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of coupon Bonds
hereunder by any Bondholder and the amount and
the numbers of such Bonds and the date of his
holding the same may be proved by the affidavit
of the person claiming to be such holder, if such
affidavit shall be deemed by the Fiscal Agent
to be satisfactory, or by a certificate executed
by any trust company, bank, banker or any other
depositary, wherever situated, if such certifi-
cate shall be deemed by the Fiscal Agent to
be satisfactory, showing that at the date therein
mentioned such person had on deposit with or ex-
hibited to such trust company, bank, banker or
fr
other dePogit&rY the 8bhdg degctib6d in such Cot-
tifiCate, The Pi§Cal Agent gray conclusively
assume that such ownership continues until written
notice to the contrary is served upon it, The
OWrIotShiP Of registered Bonds without coupons
shall be proved by the registration books kept
under the provisions of 8ection 204 of this Ordih-
gut nothing contained in this Article shall be
construed as limiting the Fiscal Agent to such proofs it
being intended that the Fiscal Agent may accept any other
evidence of the matters herein stated which it may doom
sufficient. Any request or Consent of the holder of any
Bond shall bind every future holder of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the Fiscal Agent shall not be required
to recognize any person as a holder of any Bond or coupon
or to take any action at his request unless such Bond or
coupon shall be deposited with him.
ARTICLE X&
Supplemental Ordinances.
Section 1b01. Suppleoental ,Ordinance, ,Without
Bondholders'_ Consent, The City ComMi85i0n, from time to
time and at any time may adopt such ordinances supple-
mental hereto as shall not be inconsistent with the
terms and provisions hereof (which supplemental ordin-
ance shall thereafter form a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this Ordinance or in any supplemental ordin-
ance, or
(b) to grant to or confer upon the Bondholders
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or con-
ferred upon the Bondholders, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Ordinance other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Ordinance other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City.
At least thirty (30) days prior to the adoption
of any supplemental ordinance for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental resolution'
to be published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, and on or before the date
of the first publication of such notice, he shall also
cause a similar notice to be mailed, postage prepaid,
to all registered owners of Bonds at their addresses as
they appear on the registration books and all other.
Bondholders who shall have filed their names and addresses
X-1
with the City Clerk for such purpose. guch notice shall
briefly set forth the nature of the proposed supplemental
ordinance and shall state that copies thereof are on
file at the office of the City Clerk for inspection by
all Bondholders. A failure on the part of the City
Clerk to hail the notice required by this Section shall
not affect the validity of such supplemental ordinance.
Section 1002. Supplemental Ordinance With _Bond-
holder Consent, Subject to the terms and provisions
contained in this Section, and not otherwise, the holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding shall have,the right,
from time to time, anything contained in this Ordinance
to the contrary notwithstanding, to consent to and approve
the adoption of such ordinance or ordinances supplemental
hereto as shall be deemed necessary or desirable by the
City for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the
terms or provisions contained in this Ordinance or in any
supplemental ordinance; provided, however, that nothing
herein contained shall permit, or be construed as permit-
ting, (a), an extension of the maturity of the principal of
or the interest on any Bond issued hereunder, or (b) a
.reduction in the principal amount of any Bond or the re-
demption premium or the rate of interest thereon, or (c) the
creation of a Lien upon or a pledge of Revenues or Desig-
nated Revenues other than the lien and pledge created by
this Ordinance, or (d) a preference or priority of any Bond
or Bonds over any other Bond or Bonds, or (e) a reduction in
the aggregate principal amount of the Bonds required for
consent to such supplemental ordinance. Nothing herein
contained, however, shall be construed as making necessary
the approval by Bondholders of the adoption of any supple-
mental ordinance as authorized in Section 1001 of this
Article.
If at any time the City shall determine that it is
necessary or desirable to adopt any supplemental ordin-
ance for any of the purposes of this Section, the City
Clerk shall cause notice of the proposed adoption of such
supplemental ordinance to be published once in each week
for two (2) successive weeks in a Daily Newspaper,of,
general circulation in the City, and in a Daily Newspaper
of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York,
and, on or before the date of the first publication of
such notice, it shall also cause a similar notice to be
Mailodt Postage prepaid, to all registered Ownott of Bonds
at their addresses as they appear on the registration
books and all other Bondholders who shall have filed their
names and addresses with the City Clerk for such purpo8o,6
Such notice shall briefly got forth the nature Of the
proposed supplemental ordinance and shall state that
copies thereof are on file at the office of the City Clerk
for inspection by all Bondholders, The City shall not,
however, be subject to any liability to any Bondholder
by reason of its failure to Cause the notice required by
this Section to be mailed and any such failure shall not
affect the validity of such supplemental ordinance when
consented to and approved as provided,in this Section,
Whenever, at the time within one year after the date
of the first.publi.cation of such noticep the City shall
deliver to the Piscal Agent an instrument or instru-
ments in writing purporting to be executed by the holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed supplemental
ordinance described in such notice and shall specifically
consent to and approve the adoption thereof in substan-
tially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the City Clerk may
adopt such supplemental ordinance in substantially such
form, without liability or responsibility to any holder
of any Bond, whether or not such holder shall have con-
sented thereto.
If the holders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds.outstanding at
the time of the adoption of such supplemental ordinance
shall have consented to and approved the adoption thereof
as herein provided, no holder of any Bond shall have any
right to object to the adoption of such supplemental
ordinance, or to object to any of the terms and provi-
sions contained therein or the operation thereof, or in
any manner to question the propriety of the adoption
thereof, or to enjoin or restrain the City Commission
from adopting the same or from taking any action pursuant
to the provisions thereof.
Upon the adoption of any supplemental ordinance
pursuant to the provisions of this Section, this Ordin-
ance shall be and be deemed to be modified and amended in
X-3
&dd6t6Ahde theteWithj and the respective rights, duties
and obligations under this Ordinance of the City and all
holders of Bonds then outstanding shall thereafter be
determined, exercised and enforced in all respects Under
the provisions of this Otdihance As go modified and
amended.
Section 1003. Spppjpmental OtdinahCe8,,,.,,P,Att.,, in _qf Ord�
Ante. Any supplemental ordinance adopted in accordance with
the provisions of this Article and approved At to legality
by the City Attorney shall thereafter form a part of this
ordinance, and all of the terms and conditions contained in
any such supplemental ordinance as to any ptoviti6nauthor
ite6 to be contained therein shall be and shall be deemed to
be part of the terms and conditions of this ordinance for
any and all purposes. In case of the adoption and approval
of any supplemental ordinance# express reference may be
made thereof in the text of any Bonds issued thoreafterr, if
deemed necessary or desirable by the City.
X-4
R
ARTICrA XI
Defeasance.
Section 1101. es5a,tion of._tnte,rest of, Bondholders,
tf, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for tedemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to an appro-
priate fiduciary institution acting as escrow agent, the
whole amount of the principal and the interest and pre-
mium, if any, so due and payable upon all of the Bonds
and coupons then outstanding shall be paid or sufficient
moneys, or Government Obligations, not callable at the i
option of the obligor, either the principal of and the
interest on which when due or the principal of which when
due will provide sufficient moneys, shall be held by such
escrow agent for such purpose under the provisions of this
Ordinance, and provision shall also be made for paying all
other sums payable hereunder by the City, then and in that
case the right, title and interest of the holders of the
Bonds secured hereby in the Revenues, Designated Revenues,
Funds and Accounts mentioned in this Ordinance shall there-
upon cease, determine and become void, and the City Commis-
sion in such case, shall repeal and cancel this Ordinance
and may apply any surplus in any account in the Sinking Fund
and all balances remaining in any other Funds or Accounts
other than moneys held for the redemption or payment of
Bonds or coupons to any lawful purpose of the City as the
City Commission shall determine; otherwise this Ordinance
shall be, continue and remain in full force and effect;
provided, however, that in the event Government Obligations
shall be deposited with and held by such escrow agent as
hereinabove provided, and in addition to the requirements
set forth in Article III of this Ordinance, the Fiscal
Agent shall within thirty (30) days after such Government
Obligations shall have been deposited with such escrow agent
cause a notice signed by the Fiscal Agent to be published
once in a Daily Newspaper of general circulation in the City
and in a Daily Newspaper of general circulation or a finan-
cial journal published in the Borough of Manhattan, City and
XI-1
92
M 64-AtA 4r ki lu iA 4 & L. A
W I= W UL t sett UL t. 4ml dLu Ue5lyndLeu
for the todeffiption of the 8ohd8p (b) a description of the
(16VOtnment Obligations go held by such otctow agent, and
(c) that this Ordinance has boon repealed and cancelled
in atCordahCe with the provisions of this 8e'dti6h,
All Moneys and obligations held by an escrow agent
pursuant to this section shall be hold in trust and the
PriM'CiPal and interest of said obligations when received,
and said money8, applied to the paymentt when due, of the
principal and interest and the premium, if any, of the
Sohdg to Called, for redemption or to be paid,
11
ARTICLE X12
Concerning the Fiscal Agent,
Section 1201- APPP,Ln,tmen.t,. opt Fisc:al__.Agent
Prior to the issuance of ahy Bonds under the provisions
of this Ordinance the City Commission shall adopt a reso-
lution appointing as Fiscal Agent a bank or trust corn"
parry authorized by law to exercise corporate trust powers
and subject to examination by Federal or state authorityo of
good standing, and having a combined capital and surplus
aggregating not less than Five Million Dollars ($5,000,000).
Section 1202. Ito obllq ation to Institute or
Agent Shall be under no obligation to institute any
suit, or to take any remedial proceeding under this
Ordinance, or to enter any appearance or In any way
defend in any suit in which it may be made defendant,
or to take any steps in the execution of the obliga-
tions hereby created or in the enforcement of any
rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all
costs and expenses, outlays and counsel fees and
other reasonable disbursements, and against all
liability; the Fiscal Agent may, nevertheless, begin
suit, or appear in and defend suit, or do anything
else in its judgment proper to be done by it as such
Fiscal Agent, without indemnity, and in such case the
City shall reimburse the Fiscal Agent from the Revenues
for all costs and expenses, outlays and counsel fees
and other reasonable disbursements properly incurred
in connection therewith.
Section 1203. No Liability For Failure To Make
Collections or Deposits. The Fiscal Agent shall not
be liable or responsible because of the failure of
the City or of any of its agents or employees to
make any collections or deposits or to perform any
act herein required of them or because of the loss of
any moneys arising through the insolvency or the act
or default or omission of any other Depositary in
which such moneys shall have been deposited under the
provisions of this Ordinance. The immunities
and exemptions from liability of the Fiscal Agent
hereunder shall extend to its directors, officers,
employees and agents.
XII-1
11
ARTIC Lt Xf I s
Cbmdorning the Piseal Agent.
gection 1201. Appbirit eh,t ,of ,Eisca,l _Ago!jt r
Prior to the issuance of any Bonds under the proVitions
of this Ordinance the City Coffiitission shall adopt a reso-
lution appointing as fiscal Agent a bank or trust cote
party authorized by law to exercise corporate trust powers
and subject to `examination by Federal or state authority, of
good standing, and having a combined capital and surplus
aggregating not less than Five Million Dollars ($5,000,000),
Section 1202. No Obligation to Institute or
Agent shall be under no obligation to institute any
suit, or to take any remedial proceeding under this
Ordinance, or to enter any appearance or in any way
defend in any suit in which it may be made defendant,
or to take any steps in the execution of the obliga-
tions hereby created or in the enforcement of any
rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all
costs and expenses, outlays and counsel fees and
other reasonable disbursements, and against all
liability; the Fiscal Agent may, nevertheless, begin
suit, or appear in and defend suit, or do anything
else in its judgment proper to be done by it as such
Fiscal Agent, without indemnity, and in such case the
City shall reimburse the Fiscal Agent from the Revenues
for all costs and expenses, outlays and counsel fees
and other reasonable disbursements properly incurred
in connection therewith.
Section 1203. No Liability For Failure To Make`
Collections or Deposits. The Fiscal Agent shall not
be liable or responsible because of the failure of
the City or of any of its 'agents or employees to
make any collections or deposits or to perform any
act herein required of them or because of the loss,of
any moneys arising through the insolvency or the act
or default or omission of any other Depositary in
which such moneys shall have been deposited under the
provisions of this Ordinance. The immunities
and exam tions from liabilit o-f the Fiscal Agent
P Y
hereunder shall extend to its directors, officers,
employees and agents.
8edti0n 1204, Fees. W. _�Xpi�nses. Subject to
the proVi8i6A8 of any contract between the City and
the Fiscal Agent, the City shall pay to the Fiscal
Agent, Trott the Revenue Fund, reasonable compensation
for all services performed by it hereunder and also
all its reasonable expenses, charges and other dis-
burgaments and those of its attorneys, agents and
employees incurred in and about the administration
and execution of the trusts hereby created and the
performance of its powers and duties hereundert and,
from such Fund only, shall indemnify and save the
Fiscal Agent harmless against any liabilities which
it may incur in the exercise and performance of its
powers and duties hereunder. Any payment by the
City to the Fiscal Agent for compensation or ex-
pense of the Fiscal Agent or its attorneys shall be
treated as a Current Fxpense.
Section 1205. Reliance on Certificates or.
Reports, In case at any time it shall be necessary
or desirable for the Fiscal Agent to make any investiga-
tioh respecting any fact preparatory to taking or not
taking any action or doing or not doing anything as
such Fiscal Agent, and in any case in which this
Ordinance provides for permitting or taking any
action, the Fiscal Agent may rely upon any certificate
or report required or permitted to be filed with it
under the provisions of this Resolution, and any such
certificate or report shall be evidence of such fact
to protect the Fiscal Agent in any action that'it may
or may not take or in respect of anything it may or
may not do by reason of the supposed existence of
such fact. Except as otherwise provided in this
Ordinance, any request, notice or other instrument
from the City or from the City Commission to the Fiscal
Agent shall be deemed to have been signed by the
proper party or parties if signed by the City Mana-
ger. Except as herein otherwise provided, the
Fiscal Agent may accept a certificate signed by the
City Clerk as to any action taken by the City Commis-
sion.
.Section 1206. Right To Deal In Bonds. The bank
or trust company acting as Fiscal Agent under this
Ordinance, and its directors, officers, employees or
agents, may in good faith buy, sell, own, hold and
deal in any of the Bonds or coupons issued under the
= XII-2
g�91
i
r
Provisions of this Ordinance, and may join in any
action which any Bondholder may be entitled to take
with like, effect as if such bank or trust company
were not the Fiscal Agent under this Ordinance.
Section 1207. C t'V's ltebresentat ons : No
e,ep,Kgggntations_Or r, scar Agent. The recitals,
statements and representations contained herein and
in the Bands shall be taken and construed as made by
and on the part of the City and not by the Fiscal
Agent,,and the Fiscal Agent assumes and shall be
under no responsibility for the correctness of the
same. The Fiscal Agent shall have no responsibility
in respect of the validity or sufficiency of this
Ordinance or the due adoption thereof, or in respect
of the validity of the Bonds or of the coupons or the
due execution thereof.
Section 1208. No Liability of Fiscal Agent.
The Fiscal Agent shall be protected and shall incur
no liability in acting or proceeding, or in not
acting or not proceeding, in good faith, reasonably
and in accordance with the terms of this Ordinance,
upon any resolution, order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition,
bond or other paper or document which it shall in good
faith reasonably believe to be genuine and, to have been
adopted or signed by the proper board or person or to
have been prepared and furnished pursuant to any of
the provisions of this Ordinance, or upon the written
opinion of any attorney, engineer or accountant
believed by the Fiscal Agent to be qualified in rela-
tion to the subject matter. The Fiscal Agent shall
not be bound to recognize any person as a holder
of any Bond or coupon or to take any action at his
request unless such Bond or coupon shall be deposited
with the Fiscal Agent.
Section 1209. Resignation of Fiscal Agent. The
Fiscal Agent may resign and thereby become discharged
from the obligations hereby created, by notice in writ-
ing to be given to the City and published once in a
Daily Newspaper of general circulation in the City, and
in a financial journal or Daily Newspaper of general
circulation published in the Borough of Manhattan,
City and State of New York, not less than sixty (6,0)
days before such resignation is to take effect, but
XII-3
SUCh resignation shall take effect immediately upon
the appointment of a new Fiscal Agent hereunder, it
SUCh new Fiscal Agent shall be appointed before the
time limited by such notice and shall then accept
the trusts hereof,
Section 1210. RemoVal, bf Fis al_Agient, The
Fiscal Agent may be removed at any time by an ihstru-
Meht Or concurrent instruments in writing] signed by
the holders of not less than a majority in principal
amount of the Bonds issued pursuant to this Aesolution
and then outstanding and filed with the City. A
photostatic copy of each such instrument shall be
promptly delivered by the city to the Fiscal Agent.
Section 1211. Vacancy Rf,Office of Fiscal Agent.
If at any time hereafter the Fiscal Agent shall resign;
be removed, be dissolved, or otherwise become incapable
of acting, or if the bank or trust company acting as
Fiscal Agent shall be taken over by any governmental
official, agency, department or board, the position of
Fiscal Agent shall thereupon become vacant. If the
position of Fiscal Agent shall become vacant for any of.
the foregoing reasons or for any other reason, the City
Commission may appoint a Fiscal Agent to fill such va-
candy. The City Commission shall publish notice of any
such appointment by it made once in each week for two (2)
successive weeks in a Daily Newspaper of general circu-
lation in the City and in a financial journal or Daily
Newspaper of general circulation published in the Borough
of Manhattan, City and State of New York.
At any time within one (1) year after any such
vacancy shall have occurred, the holders of a majority
in principal amount of the Bonds issued pursuant to
this Ordinance and then outstanding, by an instrument.
or concurrent instruments in writing, signed by such
Bondholders or their attorneys in fact thereunto duly
authorized and filed with the City, may appoint a
successor Fiscal Agent, which shall supersede any Fiscal
Agent theretofore appointed by the City Commission.
Photostatic,copies of each such instrument shall be
delivered promptly by the City to'the predecessor
Fiscal Agent and to the Fiscal Agent so appointed by
y
the Bondholders.
V
I I
M
0
of
tf no aPPdiMtffleht of 6 OUCCbgtOt Fiscal Agent
shall be made pursuant to the f6togoitiq proviji6na of
this Section, the holder of any 86hd outstanding
hereunder Or any retiring Fiscal Agent may apply to
any Court of Competent jurisdiction to appoint a
guddbggor Fiscal Agent. Such court may thereupon,
after such notice, if any, as such court may doem
Proper And Ptegcribot appoint a successor Fiscal
Agent,
I Any Fiscal Agent thereafter appointed shall be a
bank or trust company having the qualifications
prescribed for the Fiscal Agent by goctioh 1201 of
this Article.
Section 1212. Successor Fiscal Agent. Every successor
Fiscal Agent appointed hereunder shall have a combined
capital and surplus aggregating not loss than Five Million
Dollars ($5,000#000) and shall execute, acknowledge and
deliver to its predecessor, and also to the City, an in-
strument in writing accepting such appointment hereundert
and thereupon such successor Fiscal Agent, without any
further act, shall become fully vested with all the rights,
immunities, powers and trusts, and subject to all the
duties and obligations of its predecessor; but such pre-
decessor shall, nevertheless, on the written request of the
City or of its successor, and upon payment of the expenses,
charges and other disbursements of such predecessor which
are payable pursuant to the provisions of Section 1204 of
this Article, execute and deliver an instrument transferring
to such successor Fiscal Agent all the rights, immunities,'
powers and trusts of such predecessor hereunder; and i
every predecessor Fiscal Agent shall deliver all property
and moneys held by it hereunder to its successor. Should
any instrument in writing from the City be required by any
successor Fiscal Agent for more fully and certainly vesting
in such Fiscal Agent the rights, immunities, powers and
trusts hereby vested or intended to be vested in the pre-
decessor Fiscal Agent, any such instrument in writing shall
and will, on request, be executed, acknowledged and delivered
by the City.
Notwithstanding any of the foregoing provisions
of this Article, any bank or trust company having
power to perform the duties and execute the trusts of
this Ordinance and otherwise qualified to act as
XII-5
lot 9 2 9 1
Fiscal Agent hetedhdOt With or into which the bank or
trust company acting as Fiscal Agent may be m6rgod or
consolidated, or to which the A990tg and business of
such bank or trust company may be t618, shall be
deemed the successor of the Fiscal Agent.
Section 1211. Access. ,tp. �PrpjO�Ot The City coven-
ants that the Piscal Agent or Any 80CCes'gor Fiscal Agent
shall at all times have free access to all properties
included in the Ptol'oct and every part thereof for the
pUtp6teg of inspection and ekamihationt and that its books,
records and accounts may be examined by the Fiscal Agent
at all reasonable time8,
XII-6
ARTICLE X111. Y
Miscellaneous provisions.
Section 1301, Effect of Covenants. All cove-
pants, stipulations, obligations and agreements of the
City,contained in this Ordinance shall be deeded to
be covehantst stipulations, obligations and agreements
of the City and of the City Commission and of each depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all such covenants, stipula-
tions, obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
law.
Except as otherwise provided in this Ordinance,
all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or upon the
City Commission by the provisions of this Ordinance shall
be exercised or performed by the City Commission, or by
such other officers, board, body or commission as may
be required by law to exercise such powers or to per-
form such duties.
No covenant, stipulation, obligation or agree-
ment herein contained shall be deemed to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Commission in his indivi-
dual capacity, and neither the members of the City Com-
mission nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any per-
sonal liability or accountability by reason of the issu-
ance thereof.
Section 1302. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Ordinance to be given
to or filed with the City or the City Commission shall be
deemed to have been sufficiently given or filed for all
purposes of this Ordinance if and when sent by certi-
fied mail, return receipt requested:
XIII-1
9291
1 to the City, if addressed to the City Manager of
the City of Miafii, Florida, City Hall, Miami,
All documents received by the City Manager and City
Commission under the provisions of this Ordinance shall be
W
retained in their possossion, subject at all reasonable
tides to the inspection of the City, any Sondholder, and
the agents and representatives thereof.
Section 1303. Sucoessorship of Paying Agents. Any
bank or p ny with or into which a Paying Agent_
may be merged or consolidated, or to which the assets and
business of such Paying Agent may be sold, shall be deemed
the successor of such Paying Agent for the purposes of
this Ordinance. if the position of a Paying Agent shall
become vacant for any reason, the City Commission shall,
within thirty (30) days thereafter, appoint a bank or trust
company located in the same City, as Paying Agent to fill
such vacancy.
Section 1304. Successorship of City Officers. In
the event that the offices of Mayor, City Manager, Director
of Finance, City Clerk or City Attorney shall be abolished
or any two or more of such offices shall be merged or
consolidated,_ or in the event of a vacancy in any such
—
office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason
of sickness, absence from the City or otherwise, all powers
conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the
principal functions thereof or by the officer upon whom
such powers, obligations and duties shall be imposed by
law.
-
Section 1305. Substitute Publication. If, because
of the temporary or permanent suspension of publication
of any Daily Newspaper or financial journal or for any
other reason, the City Manager shall be unable to publish
in a Daily Newspaper or financial journal any notice re-
quired to be published by any provision of this Resolution,
the City shall give such notice in such other manner as in
its judgment shall most effectively approximate such publica-
tion, and the giving of such notice in such manner shall for
all purposes of this Ordinance be deemed to be in compliance
with the requirement for the publication -thereof.
XIII--2
NONE"
Section 1306, f_ncon&jrtdnt All ordin-
ances and parts thereof Which are ihCoh8igtdnt with any
Of the provisions of this Ordinance are hereby dedlared
t6 be inapplicable to the provisions of this Ordinandt,
Section 1307. Further Acts. The officers and
agents of the City are hetOby &UtnOtiZed and directed lto
do all the acts and things required of them by the Bonds
and this otdinaftcet for the full# punctual and complete
performance of all of the terms, covenants, ptbvitioM8
and agreements contained in the Bonds and this ordinance.
Section 1308, headings Not Part of Ordinance.
Any headings preceding the texts of the several Articles
and Sections hereof and any table of contents, marginal
notes or footnotes appended to copies hereof shall' be
solely for convenience of reference, and shall not con-
stitute a part of this ordinance, nor shall they affect
its meaning, construction or effect.
Section 1309, City and Bondholders Alone Have
Rights under Ordinance. Except as herein otherwise
expressly provided, nothing in this Ordinance, expressed
or implied, is intended or shall be construed to confer
upon any person, firm or corporation, other than the City
and the holders of the Bonds issued under and secured by
this Ordinance, any right, remedy or claim, legal or
equitable, under or by reason of the ordinance or any
provision hereoft this ordinance and all its provisions
being intended to be and being for the sole and exclusive
benefit of the City and the holders from time to time of
the Bonds issued hereunder.
Section 1310. Validation of Bonds. The proper
officers of the City shall bring proper proceedings for
the validation of the Bonds.
Section 1311. Effect of Partial Invalidity. In
case any one or more of the provisions of this Ordinance
or of any Bonds or coupons issued hereunder shall for any
reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this
Ordinance or of the Bonds or coupons, but this Ordinance
and the Bonds and coupons shall be construed and enforced
as if such illegal or invalid provision had not been
contained therein. The Bonds are issued and this Ordin-
ance is adopted with the intent that the laws of the
State of Florida shall govern their construction.
XIII-3
-j
m
Section 1112. Ord iVe. This Ordinance
is hereby declared to be an emergency Measure on the ground
of urgent public need for the preservation of peace, health,
safety Or Property and this Ordinance, upon being patted by
a vote of not less than four -fifths (4/5ths) of the members
of the Commission of the City, shall go into effect immedi-
ately upon its pagg6qo.
Section 1113. Two Readings ni,tpensled With. The ro-
quirement of reading this ordinance oh two (2) separate days
is hereby dispensed with by vote of not lets than fout-fifths
(4/5ths) of the members of the Commission of the City.
PASSED AND ADOPTED this day of 1981.
(Official Sea!)
ATTEST:
RALPH G. ONGIE
CITY CLERK
PREPARED AND APPROVED BY:
Assistant City Attorney
------------
APPROVED AS TO FORM AND CORRE
MAURICE A. FERRE
MAYOR
TO Howard V1 Ga y ;-" June 23, 1981
City Mafia e
,LE --
FROM orris I Xattfmann SUBJECT Proposed Bond ordinance for
1�ssista t to the City Manager City Commission Meetingo
July 9, 1981
It is recommended that the proposed Bond Ordinance
be adopted by the City Commission in its scheduled
meeting of July 9,_1981, authorizing the issuance -
of Revenue Bonds not exceeding_$12 million for the
Downtown Government Center Parking Facility project;
providing for payments of the bonds and interest
from net revenues of the facility; describing terms,
security and other provisions; setting forth rights
and remedies; providing severability, declaring the
ordinance an emergency; and dispensing with reading
of the ordinance on two separate days.
The City Commission passed and adopted Resolution No. 81-114 on
February 26, 1981, approving the design concept of the Downtown
Government Center Parking Facility; directing the City Manager to
proceed with the design of the project through the Bidding Phase
and authorizing the City Manager to proceed immediately with the
—
financing of the project.
Since that time, the architectural/engineering consultants have
proceeded into the Contract Documents Phase of the design and
the City Manager in arranging for the financing of the project
has prepared the proposed Revenue Bond ordinance for the City
Commission's adoption, It is intended to have the Bidding Phase
of the design completed at about the same time that the validation
decree is issued by the court on the Bond Ordinance, so that the
City will be in the best financial position with regard to the
bond market and the sale of the Bonds.
It is recommended that this proposed Bond ordinance be placed on
the agenda for the City Commission Meeting of July 9, 1981, for
adoption by the City Commission.
MIK;bf n
Enclosure
-�
r
929 -_�
Third btaft
THE CITY OF MIAMI, FLORIDA
ORDINANCE NO.
Adopted
Authorizing and Securing
CITY OF MIAMI
PARKING REVENUE BONDS
(ADDITIONALLY SECURED BY NON AD VALOREM REVENUES)
SERIES 1981
9291
i
"SABLE...0 ,ONTENTS
PAGE
P r e air b 1 e i i i i i i• i i i• i• i i i i i t•• i i i i•+ i• i• i♦ i i i i, t• i i• t i 1
Section 101,
ARTICL8 1.
nefinitione•
Meaning of Words and ermsi••iiii..•.•
I-1
"Accountant.. i i ... i iv i i i i• i i•♦ i i i♦••• i•
1� 1
y.
"Amottitation Requirements".,,,,,,,,,,,
I-1
"Bond Reg 1 S t r a r " • i • . • . . . • ♦ . • . . • i . . . . : .
1-2
B o nd S i . . i . . . . . . . i i . . i • i . . : . . . . i ♦ i . i
I-2
"Bondholders". . . . . . . . . . . . . . . . • • i i . . . . .
1-2
"Bond Service Account"................
I-2
..City.. ....................... ........
I=2
"City Attorney' ........ ...............
I-2
"City Clerk .......... 66................
I-2
"City Commission.. .....................
I-2
„City manager ........ ♦................
I-2
"Construction Fund.. ...............♦..
I-2
"Consulting Engineers.. ................
I-2
I.Cost"................................
I-3
"Current Ex enses"
3
p I -
"Daily Newspaper" ..................... I-3
"Depositary............. I-3
"Designated Revenues.................... I-3
i.
_s
t
TA8L8 OP CONTgNTS
(Continued)
PAGt
110ireotot of Finance" ... i i i i i i i i i i i i Y}
1-3
"Fiscal
I-'4
�
j r
"Fiscal i e e L"♦ i i i i} i Y i.. i 1 i}•.... i.. 1 i
Year"
1-4
-
�
"Ceneral Reserve Fund"..1.}..}.}:i..i.
I1-4
"Government Obligations"♦641666..1.666.
1-4
"Investment Obligations"...../..i.i...
I-4
MayoL " i } . i } . . . i . . . . . i } . . i i . . . . . . . } i . .
"Mayor
1-4
"Net Revenues" ........................
I-4
"Operational Agency" ..................
I-4
"Ordinance" . . . . . . . ♦ . . . . . . . . . . . . . . . . . . .
1-5
"Outstanding " . . . . . . . . . . . . . . . . . . . . . . . . .
1-5
"Paying Agents " . . . . . . . . . . . . . . . . . . . . . . .
1-5
"Principal and Interest
Requirements" ......................
I-5
"Project " . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1-5
"Project Consultant ........... 0........
I-5
"Redemption Account" ..................
I-6
"Reserve Account" .....................
I-6
"Reserve Account Requirement".........
I_ 6
"Reserve Account Deposit
_
Requirement ........................
I-6
- „Revenue Fund" ........................
I-6
-
92g117
Ali
■
TAMA, Or CO1 "IFMT $
( Copt ihued )
PAOF
"I2e�enues"♦• ••••i •Iii•.• i.•111 is i•1 ♦ii•• ��°'�
il8er1aI gond$11. •• r.. •♦ ••.•►•i ••.••♦•a♦a +t-6
"S�.nking Fund"•.•••►♦..•••►.•.••..•..♦• 1-6
"Time DepOSits"..r•....♦♦••♦♦i♦i.♦►►r 1-6
Section 102. Miscellaneous Definitions........♦...•. 1-7
ARTICLE II.
Form, Execution, Delivery
and Registration of Bonds.
Section
201.
Issuance of Bonds..............♦......6
II-1
Section
202.
Details of Bonds .......................
II-1
Section
203.
Execution and Form of Bonds............
II-2
Section
204.
Negotiability, Registration and
Registration of Transfer of Bonds...
II-10
Section
205.
Ownership of Bonds .....................
II-11
Section
206.
Reconversion of Bonds Registered
as to Both Principal and Interest...
II-12
Section
207.
Issuance of Bonds....... ...............
II-12
Section
208.
Completion Bonds..... ..................
II-14
Section
209.
Temporary Bonds ........................
II-15
Section
210.
Mutilated, Destroyed or Lost Bonds.....
II-16
9 2' 9 1
.t
I•
(Corltinued)
PACiS
ARTICLE III.
-
Redemption of Sonds.
-
Section
301.
Redemption Generally........•._•.......
II1�-1
�
'
Section
302.
Redemption �totice..=......►.•...••._•..
1I1i1
Section
303.
Effect of Calling for Redemption.....•.
111-2
Section
304.
Matured Coupons ........................
I11-2
Section
305.
Cancellation.... ►......................
III-2
Section
306.
Bonds Called for Redemption or
Payment Provided Therefor
Not Outstanding .....................
III-2
ARTICLE IV.
Construction Fund.
Section
401.
Construction Fund ......................
IV-1
Section
402.
Revolving Fund... ......................
IV-1
Section
403.
Payments from Construction Fund........
IV-2
Section
404.
Cost of Project ........................
IV-3
Section
405.
Title to Properties Acquired...........
IV-4
Section
406.
Audits ............................:....
IV-5
Section
407.
Disposition of Construction Fund
Balance .............................
IV-5
iv.
9291
I
TABLE Off' CONT8NT9
(Continued)
RAC8
ARTICLE V,
Revenues and Funds.
Section
501,
Rate Covenant...,.
V-1
Section
502.
Annual Budget ..........................
i
V-2
Section
503.
Revenue Fund ...........................
V-2
Section
504.
Sinking and Other Funds ................
V-3
Section
505.
Payment of Current Expenses............
V-5
Section
506.
Application of Moneys in Bond
Service Account.... .................
V-5
Section
507.
Application of Moneys in Redemption
Account .............................
V-5
Section
508.
Application of Moneys in Reserve
Account .............................
V-7
Section
509.
Application of Designated Revenues.....
V-7
Section
510.
Application of Moneys in the General
Reserve Fund ........................
V-8
Section
511.
Application of Moneys in Sinking
Fund................. 0..............
V-8
Section
512.
Moneys Held in Trust...................
V-9
Section
513.
Cancellation of Bonds and Coupons......
V-9
tAttg 01' CONTENTS
(Continued)
RAGE
ARTICLE VI,
Depositaries of Moneys,
Security for Deposits
and Investment of Funds.
Section 601. Security for beposits= _..__►.......__ VI-1
Section 602. investment of Moneys==== ............... VI-2
ARTICLE VII.
Particular Covenants.
Section
701.
Payment of Principal? Interest
and Premium .........................
VII-1
Section
702.
Covenant Against Encumbrances..........
VII-1
Section
703.
Retention of the Operational
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VII - 2
Section
704.
Employment of Consulting Engineers.....
VII-2 -
Section
705.
Employment of Project Consultant.......
VII-2
Section
706.
Employment of Accountant ...............
VII-2
Section
707.
Insurance ..............................
VII-2
Section
708.
Use of Revenues........ ................
VII-4
Section
709.
Records, Accounts and Audits...........
VII-4
_ Section
710.
Enforcement of Collections .............
VII-6
Section
711.
No Sale or Mortgage of Project.........
VII-6
v i .
".
d
r�
TABLE OP CONTE14T5
(Cohtihoed )
PAC E
ARTICLE VIII.
Remedies.
Section
801.
Extension of Interest Payment.,+.......
VIII-1
Section
802.
Events of Default....::.. ..............
VIii-1
Section
803.
Acceleration of Maturities .....:.......
VIIIy-3
Section
804.
Enforcement of Remedies ............:...
VIII-4
Section
805,
Pro Rata Application of Funds:.........
VIII--4
Section
806.
Effect of Discontinuance of
Proceedings....... ...
VIII-6
Section
807.
Restriction on Individual
Bondholder Actions ..................
VIII-7
Section
808.
No Remedy Exclusive ....................
VIII-7
Section
809.
Delay Not a Waiver .....................
VIII-7
Section
810.
Right to Enforce Payment of Bonds......
VIII-7
ARTICLE IX.
Execution of Instruments
by Bondholders and Proof
of Ownership of Bonds.
■_.
PAGR
Section 1�08, headings Not ?art of Ordinance.,....... XIIi-3
Section
1309,
City and Bondholders Alone Piave
Rights under ordinance......►.......
XIiI-3 —
Section
1310.
Validation of Sonds....
XIII-3
Section
1311.
Effect of Partial Invalidity...........
XITI-3
Section
1312.
Ordinance Effective ..............•.....
XIIIy-4
Section
1313,
Two Readings bispensed With............
XIII=4
■
AN ORDINANCE AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $12t000t000 PARKING
REVENUE BONDS (ADDITIONALLY SECURED BY
NON An VALOREM REVENUES) OF THE CITY Or
MtAMtt FLORIDA, FOR THE PURPOSE OF PRO-
VIDING FUNDS FOR PAYING THE COST OF
ACQUIRING AND CONSTRUCTING AN OFF-STREET
PARKING FACILITY; PROVIDING FOR THE
PAYMENT OF SUCH BONDS AND THE INTEREST
THEREON FROM THE NET REVENUES OF THE
OFF-STREET PARKING FACILITY 80 FINANCED
AND CERTAIN DESIGNATED NON AD VALOREM
REVENUE SOURCES OF THE CITY; DESCRIBING
THE TERMS, SECURITY AND OTHER PROVISIONS
OF SUCH BONDS; SETTING FORTH THE RIGHTS
AND REMEDIES OF THE HOLDERS OF SUCH BONDS;
PROVIDING SEVERABILITY; DECLARING THE
ORDINANCE AN EMERGENCY MEASURE; AND
DISPENSING WITH THE READING OF THE
ORDINANCE ON TWO SEPARATE DAYS.
WHEREAS, under the authority granted by the Constitution
and laws of the State of Florida, including the Charter of the
City of Miami (Chapter 10847, Special Laws of Florida, 1925,
as amended) (the "City") and Chapter 166, Florida Statutes,
the City is authorized to issue revenue bonds payable from
revenues from the capital facilities to be financed and -
additionally secured by revenues derived from sources other
than ad valorem taxes on real or tangible personal property
and which do not pledge the property, credit or general tax
revenue of the City for the purpose of paying the cost of
acquiring and constructing revenue producing capital projects; and
WHEREAS, the City Commission has heretofore determined
and does hereby determine that the acquisition and construc-
tion of an off-street parking facility in the Downtown Govern-
ment Center in the City of Miami is necessary and desirable
for the furtherance of the health, safety and welfare of the
citizens of the City; and
WHEREAS, the City Commission has determined at this time
to authorize the issuance of not exceeding $12,000r000 Parking
Revenue Bonds (Additionally 80cured By Non Ad Valorem Reve-
nues) of the City Of Mi-mit Florida, for the purpose of Paying
the cost of acquiring and constructing an off-street parking
facility in the Downtown Government Center in the city of
Miami which bonds will be payable as to principal and inter-
est from the not revenues of the off"street parking facility
go financed and certain Designated Revenues (as hereinafter ■
defined)i
f
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA!
2.
ARTICB0 I.
Definitions.
Section 101, Meaning of Words and Terms. in
addition to words and terms elsewhere defined in this
Ordinance, the following words and terms as used in
this Ordinance shall have the following meanings, unless
some other meaning is plainly intended.
"Accountant" shall mean the certified public account-
ants or firm of certified public accountants employed
by the City under the provisions of Section 706 of this
Ordinance to perform and carry out the duties imposed on the
Accountant by this Resolution.
"Amortization Requirements" shall mean for any Fiscal
Year with respect to Term Bonds the respective amounts which
are required in each Fiscal Year for redeeming and paying at
maturity such Term Bonds by their stated maturity as fixed.
by resolution of the City Commission adopted prior to the
sale of such Term Bonds.
The Amortization Requirements for the Term Bonds shall
begin in the Fiscal Year determined by the City Commission
for such Series and shall end not later than the Fiscal Year
immediately preceding the Fiscal Year in which such Term
Bonds are stated to mature. if during any Fiscal Year the
total principal amount of Term Bonds retired by purchase or
redemption or called for redemption under the provisions of
Section 507 of this Ordinance shall be in excess of the
Amortization Requirements for the Term Bonds for such,Fiscal
Year, then at the close of such Fiscal Year the amount of
the Amortization Requirements for the Term Bonds,shall be.
reduced for any subsequent Fiscal Year or Fiscal Years in
amounts aggregating the amount of such excess as shall be
determined by the Fiscal Agent. If during any Fiscal Year,
the total principal amount of Term Bonds retired by purchase
or redemption or called for redemption under the provisions
of Section 507 of this Ordinance shall be less than the
amount of the Amortization Requirement for the Term Bonds
for such Fiscal Year, then at the close of such Fiscal Year
I-1
the amount of the Amottitati6h Aequiremorit8 for the Term
Bonds for the next Succeeding Fiscal Year shall be increased
by the amount of the excess of Such deficiency Over the
amount then held to the credit of the Redemption account.
"Bond Registrar" Shall mean a bank or trust company,
either within or without the State of Florida, designated
as Such by the City Commission, which shall perform such
functions as Sond Registrar as are required by Article 11 of
this Ordinance.
"Bonds" shall mean collectively the Bonds issued
under the provisions of Article II of this Ordinance.
"Bondholders" shall mean the holders or registered
owners of the Bonds.
"Bond Service Account" shall mean the Bond Service
Account, a special account created and designated by
Section 504 of this Ordinance.
"City" shall mean the City of Miami, Florida, a
municipal corporation organized and existing under the
laws of Florida.
"City Attorney" shall mean the City Attorney of the
City or the officer succeeding to his principal functions.
"tity Clerk" shall mean the City Clerk of the City
or the officer succeeding to his principal functions.
"City Commission" shall mean the City Commission of
the City of Miami or the board or body succeeding to its
principal functions.
"City Manager" shall mean the City Manager of the
City or his designee or the officer succeeding to his
principal functions.
"Construction Fund" shall mean the Miami Off —Street
Parking Facility Construction Fund, a special fund created
and designated by Section 401 of this Ordinance.
"Consulting Engineers" shall mean the engineer or
engineering firm or corporation at the time employed by
the City under the provisions of Section 704 of this
Ordinance to perform and carry out the duties imposed
on the Consulting Engineers by this Ordinance,
"Cost'', as applied to any project, shall embrace the
cost of acquisition and construction and all obligations And
expenses and all items Of Cost which are set forth in
Section 404 of this ordinance,
"Current Expenses" shall mean the City's reasonable
and necessary current expenses of maintenance; repair and
operation of the Project and shall include, without limiting
the generality of the foregoing, all ordinary and usual
expenses of maintenance and repair, which may include
expenses not annually recurring, all City administrative
expenses and any reasonable charges for pension or retire-
ment funds properly chargeable to the Project, insurance
premiumst engineering expenses relating to maintenance,
repair and operation, fees and expenses of Paying Agents,
legal expenses, any taxes which may be lawfully imposed on
the Project or its income or operations and reserves for
such taxes, management fees, and any other expenses required
to be paid by the City under the provisions of this ordinance
or by law with respect to the Project all in accordance with
the accrual method of accounting but shall not include any
reserves for extraordinary maintenance or repair, or any
allowance for depreciation, any amortization charges, or any
deposits or transfers to the credit of the sinking Fund
and the General Reserve Fund.
"Daily Newspaper" shall mean a newspaper published
in the English language on at least five 1(5) business
days in each calendar week.
"Depositary" shall mean any bank or trust company
duly authorized by law to engage in the banking business
and designated by the City Commission as a depositary of
moneys under the provisions of this Ordinance.
"Designated Revenues" shall mean the non ad valorem
tax revenue sources available to the City consisting of the
utility service taxes collected by or on behalf of the City
from the sale of water and gas in an amount in each Fiscal
Year not to exceed 125% of the maximum Principal and
Interest Requirements in the current or any subsequent
Fiscal Year.
"Director of Finance" shall mean the Director of
Finance of the City or the officer succeeding to his princi
pal functions.
"Fiscal Agent" shall mean a bank or trust company
either within or without the State of Vlotida# designated
as such by the City Commig8iont which shall perform such
functions as Fiscal Agent as are required by this Ordinance.
The Fiscal Agent shall be the Bond Registrar and a Paying
Agent.
"Fiscal Year" shall mean the period commencing on
the first day of October and ending on the last day
of September of the following year as the same may be
amended from time to time to conform to the fiscal year
of the City.
"General Reserve Fund" shall mean the Miami Off -Street -
Parking Facility General Reserve Fuhdt a special fund
created and designated by Section 505 of this Ordinance.
"Government Obligations" shall mean direct obliga-
tions of, or obligations the principal of'and the interest
on which are guaranteed by, the United States of America.
"Investment Obligations" shall mean (i) Government
Obligations, (ii) bonds, debentures or notes issued by any
of the following Federal agencies: Banks for Cooperatives,
Federal Intermediate Credit Banks, Federal Home Loan Banks,
Export -Import Bank of the United States, Government National
Mortgage Association, Federal Land Banks, or the Federal
National Mortgage Association (including participation
certificates issued by such Association), (iii) all other
obligations issued or unconditionally guaranteed as to
principal and interest by an agency or person controlled or
supervised by and acting as an instrumentality of the United
States Government pursuant to authority granted by the
Congress, (iv) repurchase agreements with reputable financial
institutions fully secured by Government Obligations,
continuously having a market value at least equal to the
amount so invested subject to the foregoing being permitted
investments of municipal funds under Florida law and (v)
Time Deposits, secured by the foregoing.
"Mayor" shall mean the Mayor of thi City or the
officer succeeding to his principal functions.
"Net Revenues" for any particular period shall mean
the amount of the excess of the Revenues for such period
over the Current Expenses for such period.
"Operational Agency" shall mean the Department of
Off -Street Parking of the City established by the Charter of
the City of Miami and any successor thereto.
1-4
"Ordinance" shall mean this Ordinance as the same may
be amended or supplemented from time to time in accordance
with Article Y hereof.
"Outstanding" shall mean, when used with respect
to the Bonds, all Bonds theretofore delivered except:
(a) Bonds paid or redeemed or• delivered
to or acquired by the City Commission for cancella=
t ion; and
(b) Bonds deemed to have been paid in accord-
ance with Section 306 or Section 1101 of this Ordinance.
"Paying Agents" shall mean for any series of Bonds
the banks or trust companies at which the principal of
the Bonds (unless registered) and the interest on the
Bonds not registered as to both principal and interest
shall be payable.
"Principal and Interest Requirements" shall mean the
respective amounts which are required in each Fiscal Year
to provide
(a) for paying the interest on all such Bonds
then outstanding which is payable on February 1 and on
August 1 in such Fiscal Year, and
(b) for paying the principal of all Serial
Bonds then outstanding which is payable on August
1 in such Fiscal Year, and
(c) the Amortization Requirements, if any, for
all Term Bonds then outstanding for such Fiscal Year.
"Project" shall mean the off-street parking facilities
to he constructed and acquired in the Downtown Government
Center in the City of Miami, together with such land, struc-
tures, equipment and appurtenances necessary or desirable in
connection with the ownership and operation of such facilities,
all as described in plans and specifications, as the same
may be amended from time to time, on file in the office of
the City Manager.
"Project Consultant" shall mean the firm or corporation
or person employed by the City and/or the Operational Agency
under the provisions of Section 705 of this Ordinance to
carry out the duties imposed upon the Project Consultant by
this Ordinance.
I-5
"Redemption Account" shall mean the tied emp t 31-oft Account,
a special account created and designated by Section 504 of
this Ordinance.
"Reserve Account" shall mean the Reserve Accountl a
special account created and designated by Section 504 of
this Ordinance,
"Reserve Account Requirement" shall mean the maximum
Principal and Interest Requirements on account of the Bonds
issued under the,provisions of Article !I of this Ordinance
in the current or any subsequent Fiscal Year.
"Reserve Account Deposit Requirement" shall mean
in each of the twelve successive months beginning with the
month following any month in which any amount shall have
been withdrawn from the Reserve Account an amount equal to
one -twelfth (1/12) of the deficiency created by such with-
drawal until such deficiency is made up.
"Revenue Fund" shall mean the Miami Off -Street Parking
Facility Revenue Fund, a special fund created and designated
by Section 503 of this Ordinance.
"Revenues" shall mean all moneys, fees; charges and
other income received by the City or accrued to the City in
connection with or as a result of its ownership of the
Project, including investment income from the moneys on
deposit in the Reserve Account, the Sinking Fund and the
General Reserve Fund and any proceeds of use and occupancy
insurance on the Project or any part thereof.
"Serial Bonds" shall mean the Bonds which shall be
stated to mature in annual installments and "Term Bonds"
shall mean the Bonds so designated in a resolution of the
City Commission adopted prior to the issuance of such
Bonds.
"Sinking Fund" shall mean the Miami Parking Revenue
Bonds (Additionally Secured by Non Ad Valorem Revenues)
Interest and Sinking Fund, a special fund created and
designated by Section 504 of this Ordinance.,
"Time Deposits" shall mean time deposits, certif-
icates of deposit or similar arrangements with any
bank or trust company which is a member of the Federal
1-6
noposit lngUtante Corporation and any Federal Or State of
Florida savings And loan association which is a member of
the Federal Savings and Loan Insurance Corporation and
which are secured in the manner provided in Section 6o1
Of this ordinance.
Section 102- Words of the masculine gender shall be
deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall
otherwise indicate, the words "Bond", "coupon", "(wrier",
"holder" and "person" shall include the plural as well as
the singular number, the word "person" shall mean any
individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political
subdivision thereof, and the word "holder" or "bondholder"
when used herein with respect to Bonds issued hereunder
shall mean the holder or registered owner, as the case
may be, of Bonds at the time issued and outstanding here-
under.
I
AMCL8 II,
Pormt 8kedutionk Delivery
and Registration of Bonds.
Section 201. Issuance of Bonds, For the purpose
of providing funds, together with any other available
fundst for paying the cost of acquiring and constructing
the Projectt Bonds may be issued under and secured by this
Ordinance subject to the conditions hereinafter provided in
Section 207 of this Article: Bonds may also be issued
under and secured by this Ordinance, subject to the condi-
tions hereinafter provided in Section 208 of this Articlet
for the purpose of completing the Project. The principal of
and the interest on all such Bonds shall be payable solely
from the special fund hereinafter created and designated
"Miami Parking Revenue Bonds Interest and sinking Fund",
and all of the covenants, agreements and provisions of this
Ordinance shall be for the benefit and security of all and
singular the present and future holders of the Bonds and
interest coupons so issued or to be issued, without prefer-
ence, priority or distinction as to lien or otherwise,
except as otherwise hereinafter provided, of any one Bond
over any other Bond by reason of priority in the issue, sale
or negotiation thereof, or otherwise.
Section 202. Details of Bonds. The Bonds issued under
the provisions of this Ordinance shall be in the denomina-
tion of Five Thousand Dollars ($5,000) each, numbered
consecutively from 1 upwards, shall bear interest from their
date until their payment at a rate or rates not exceeding
the maximum rate then permitted by law, such interest to the
respective maturities of the Bonds being payable semi-
annually on the 1st days of February and August in each
year, shall be dated, shall be stated to mature in annual
installments on August 1, and shall be subject to redemption
prior to their respective maturities all as hereinafter
provided. The Bonds of each Series issued under the pro-
visions of this Article shall be designated "Parking Revenue
Bonds (Additionally Secured By Non Ad Valorem Revenues),
Series 1981".
Both the Principal of and the interest on the Bonds
shall be payable in any coin or currency of the United
States of America whilchp at the respective datog.of pay-
ment thereoff is legal tender for the payment of public
and private debts, The principal of the Bohdsp unless
registered, and the interest on Bonds not registered as
to both principal and interest shall be payable at,the
office of a bank or banks or trust company or trust companies
in such locations as shall be hereafter designated as
Paying Agents by the City Commission by resolution. Payment
of the interest on the Bonds to the maturity thereof shall
be made only upon presentation and surrender of the coupons#
if any, representing such interest as the same respectively
fall due; or, if any Bond shall be registered as to both
principal and interest, payment of such interest on any
interest payment date shall be made to the person appear-
ing on the Bond registration books of the City herein-
after provided for as the registered owner thereof, such
interest to be paid by check or draft mailed to the regis-
tered owner at his address as it appears on such registra-
tion books. The principal of any Bond registered as to
principal alone or as to both principal and interest shall
be payable upon the presentation and surrender thereof as
the same falls due at the principal office of the Bond
Registrar.
Section 203. Execution and Form of Bonds. The
Bonds shall be signed by, or bear the facsimile signature
of, the Mayor and shall be signed by, or bear the facsimile
signature of, the City Clerk, and a facsimile of the official
seal of the City shall be imprinted on the Bonds; provided,
however, that each Bond, if required by law, shall be
manually signed by at least one of said officers. The
interest coupons to be attached to the Bonds shall be
executed with the facsimile signature of the Mayor. In case
any officer whose signature or a facsimile of whose signature
shall appear on any Bonds or coupons shall cease to be such
officer before the delivery of such Bonds, such signature or
such facsimile shall nevertheless be valid and sufficient
for all purposes the same as if he had remained in office
until such delivery and also any Bond may bear the facsimile
signature of, or may be signed by, such persons as at the
actual time of the execution of such Bond shall be the
proper officers to execute such Bond although at the
date of such Bond such persons may not have been such
officers. The Bonds issued under the provisions of Section
207 of this Article and the interest coupons to be attached
thereto, the statement of validation and the provisions for
registration and reconversion to be endorsed on the Bonds,
shall be, respectively, substantially in the following
forms, with such appropriate variations, omissions and
insertions as may be required or permitted by this Ordinance:
No. $5,000
United States of America
State of Florida
The City of Miami
Parking Revenue Bond
(Additionally Secured By Non Ad Valorem Revenues)
Series 1981
The City of Miami (herein called the "City"), a
municipal corporation organized and existing under the
laws of the State of Florida, for value received, hereby
promises to pay, solely from the special fund provided
therefor as hereinafter set forth, to the bearer or, if this
Bond be registered, to the registered owner hereof,.on the
1st day of August, 19_ (or earlier as hereinafter referred
to) the principal sum of
FIVE THOUSAND DOLLARS
and to pay, solely from said special fund, interest there-,
on from the date hereof at the rate of per centum
( %) per annum until payment of such principal sum,
such interest to the maturity hereof being payable semi-
annually on the 1st days of February and August in each
year. Both the principal of and the interest on this
Bond are payable in any coin or currency of the United
States of America which, on the respective dates of pay-
ment thereof, is legal tender for the payment of public
and private debts. The principal of this Bond, unless
registered, and the interest hereon, unless this Bond be
registered as to both principal and interest, are payable
II-3
at , in the City
of , or at the option of the
holder at , in
Payment of the
interest on this Bond to the maturity hereof will be made
only upon presentation and surrender of the coupons, if
any, representing such interest as the same respectively
fall due) orp if this Bond be registered as to both
principal and interest, payment of the interest on this
Bond on any interest payment date will be made to the
person appearing on the Bond registration books of the
City as the registered owner hereof, such interest to
be paid by check or draft mailed to the registered owner
at his address as it appears on such registration books.
The principal of this Bond if registered as to principal
alone or as to both principal and interest is payable
upon the presentation and surrender hereof as the same
becomes due at the principal office of the Bond Registrar.
This Bond shall not be deemed to constitute a debt
of the City or a pledge of the faith and credit of the
City, but shall be payable exclusively from the special
fund provided therefor from revenues of the Project (herein-
after defined) and, if required, the revenues received by
the City from certain designated non ad valorem tax revenue
sources (the "Designated Revenues"). The issuance of this
Bond shall not directly or indirectly or contingently
obligate the City to levy or to pledge any form of taxation
whatever therefor, and the holder of this Bond shall have no
recourse to the power of taxation.
This Bond is one of a duly authorized series of Park-
ing Revenue Bonds of the City known as "Parking Revenue
Bonds (Additionally Secured By Non Ad Valorem Revenues),
Series 1981", consisting of Bonds maturing in annual in-
stallments on August 1 in the years 19 to , inclusive..
("Serial Bonds"), and of Bonds maturing on the 1st day of
August, ("Term Bonds"), all of like date and issued for
the purpose of providing funds, together with any other
available funds, for paying the cost of acquiring and
constructing an off-street parkingfacility in the Downtown
Government Center in the City of Miami (the "Project") All
of the Bonds of this series are issued under and pursuant to
an ordinance (herein called the "Ordinance") duly adopted by
the City Commission on 1981, reference to
which is hereby made for the provisions, among others, with
respect to the custody and application of the proceeds of
Bonds issued under the Ordinance, the fund charged 'with ,and
Pledged to the payment of the principal of and the interest
OM the bonds, the nature and extent of the security, the
tents and conditions on which the Bonds are or may be
issued, the rights, duties and obligations of the City under
the Ordinance and the rights of the holders of the bonds,
and, by the acceptance of this Bond, the holder hereof
assents to all the provisions of the Ordinance.
The Ordinance provides for the issuance of addi-
tional Bonds, on a parity with the Bonds of this series,
from time to time, under the conditions, limitations and
restrictions therein set forth, for the purpose of paying
all or a part of the cost of completing the Project.
This Bond is issued and the Ordinance was adopted
under and pursuant to the Constitution and laws of the
State of Florida, particularly the Charter of the City and
Chapter 1660 Florida Statutes.
The Ordinance provides for the fixing and charging
by the City of rates and charges for the services of
the Project sufficient to provide funds (a) to pay the cost
of maintaining, repairing and operating the Project (b) to -
pay the principal of and the interest on the Bonds, and (c)
to maintain a reserve for such purposes. The Ordinance
also provides for the deposit of a sufficient amount of
such revenues, over and above the amounts necessary to
pay the cost of maintaining, repairing and operating the
Project, to the credit of a special fund, which fund is
pledged to the extent set forth in the Ordinance to the
payment of the principal of and the interest on all Bonds
issued under the Ordinance.
The Bonds at the time outstanding which mature after
August 1, 19 may be redeemed prior to their respective
maturities, at the option of the City,from any moneys that
may be made available for such purpose, either in whole on
any date not earlier than August 1, 19 , or in part on any
interest payment date not earlier than August, 19 , at the
following redemption prices (expressed as percentages of the
principal amount being redeemed) plus accrued interest to
the redemption date:
(here insert the times and prices)
If less than all of the Bonds of any one maturity shall
be called for redemption, the particular Bonds to be redeemed
shall be selected by lot as provided in the Ordinance'.
11-5
9 .94
I
■
Any such redemptions either in whole or in part, may
be made upon at least thirty (30) days' prior notice by
publication and otherwise as provided in the Ordinance,
and shall be made in the manner and under the terms
and conditions provided in the Ordinance. On the date
designated for redemption, notice having been published and
filed and moneys for payment of the redemption price being
held by the Fiscal. Agent under the Ordinance, all as provided
in the Ordinance, the Bonds so called for redemption shall
become and be due and payable at the redemption price
provided for redemption of such Bonds on such date, interest
on such Bonds so called for redemption shall cease to
accrue, coupons maturing after such date shall be void, such
Bonds shall cease to be entitled to any lien, benefit or
security under the Ordinance, and the holders or registered
owners of such Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
The holder of this Bond shall have no right to enforce
the provisions of the Ordinance, or to institute action to
enforce the covenants therein, or to take any action with
respect to any event of default under the Ordinance, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Ordinance.
Modifications or alterations of the Ordinance or
of any resolution supplemental thereto may be made only to
the extent and in the circumstances permitted by the
Ordinance.
In certain events, on the conditions, in the manner
and with the effect set forth in the Ordinance, the
principal of all the Bonds then outstanding under. the
Ordinance may become or may be declared due and payable
before the stated maturities thereof, together with the
interest accrued thereon.
This Bond may be registered as to principal alone or
as to both principal and interest and, if registered as
to 'both principal and interest, may be reconverted into a
coupon Bond, in accordance with the provisions endorsed
hereon and subject to the terms and conditions set"
forth in the Ordinance.
Subject to the provisions for registration endorsed
hereon and contained in the Ordinance, nothing contained
in this Bond or in the Ordinance shall affect or impair
the negotiability of this Bond, and this Bond shall have,.
II-6
as between successive holders, all the qualities and
incidents of a negotiable instrument under the laws Of
the State Of Florida,
All acts, conditions and thingt required by the
Constitution and laws of the State of Florida and the
ordinances and resolutions of the City to happent exist
and be performed precedent to and in the issuance of this
Bond have happenedt exist and have been performed
as so required.
IN WITNESS WHEREOF, the City of Miami has caused
this Bond to be signed by [bear the facsimile signature
of] its Mayor and to be signed by (bear the facsimile
signature of) its City Clerk, and a facsimile of its offi-
cial seal to be imprinted hereon, and the interest coupons
attached hereto to be executed with the facsimile signature
of said City Clerk, all as of the 1st day of
19—.
(Seal)
By
11-7
THE CITY OF MIAMI
Mayor
City Clerk
STAB ENT or VALtDATtdN
This Bond is one of a series of bonds which were
validated by judgment of the Circuit Court for Made
County, rendered on
RROVtStONS ROR REGISTRATION
AND RECONVERSION
This Bond may be registered as to principal alone on
books of the City kept by the Bond Registrar, upon presen=
tation hereof to the Bond Registrar which shall make nota-
tion of such registration in the registration blank below,
and thereafter the transfer of this Bond may be registered
only upon an assignment duly executed by the registered
owner or his attorney or legal representative in such form.
as shall be satisfactory to the Bond Registrar, such regis-
tration of transfer to be made on such books and endorsed
hereon by the Bond Registrar. Unless this Bond be regis-
tered as to both principal and interest, such registration,
of transfer may be to bearer and thereby transferability by -
delivery shall be restored, but this Bond shall again be
subject to successive registrations and registrations of
transfer as before. The principal of this Bond, if regis-
tered, unless registered to bearer, shall be payable only to
or upon the order of the registered owner or his legal
representative. Notwithstanding the registration of this
Bond as to principal alone, the coupons shall remain
payable to bearer and shall continue to be transferable
by delivery. This Bond may be registered as to both
principal and interest upon presentation hereof to the,
Bond Registrar which shall detach and retain in its custody
all unmatured coupons and all matured coupons, if any, not
theretofore paid or provided for, and shall make notation of
such registration as to both principal and interest in the
registration blank below, and the transfer of this Bond may
thereafter be registered only upon an assignment duly
executed by the registered owner or his attorney or legal
representative in such form as shall be satisfactory to the
Bond Registrar, such registration of transfer to be made on
such books and endorsed hereon by the Bond Registrar; after
11-8
i.
such registration both the principal of and the interest on
this Bond shall be payable only to or upon the order of the
registered owner or his legal representative. This 8oftcl, if
converted into a bond registered as to both principal and
interest, may be reconverted into a Coupon 80MC! Upon PtegOh-
tation hereof to the Bond Registrar, accompanied by an
instrument duly executed by the registered owner or his
attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar,, upon any such reconver-
sion the gond Registrar shall reattach hereto the coupons
representing the interest to become due thereafter on this
Bond to the date of maturity and the interestt if any, not
theretofore paid and shall make notation in the registra-
tion blank below whether this Bond is registered as to
principal alone or is payable to bearer.
Name of Signature
Date of Registered Manner of of Bond
Registration Owner Registration Registrar
(Form of Coupons)
No.
On 1, 19 , the City of Miami, Florida,
will pay to bearer, unless the Bond mentioned below shall
previously have become payable as provided in the Ordinance
referred to in said Bond and provision for payment thereof
shall have been duly made at
,in the City of Or at
the option of the bearer, at the principal office of
in
upon the,presentation and surrender hereof,
the amount shown 'hereon in any coin or currency of the
United States of America which at the time of payment is
legal tender for the payment of public and private debts,
solely from the special fund referred to in, and for the
semi annual interest then due upon, its Parking Revenue
Bond (Additionally Secured By Non Ad Valorem Revenues),
Series 1581, dated 1, 19 , No. •
City Clerk
Section 204, Negotiability, Registration and Regis-
tration of Transfer of Bonds. Title to any Bond, ,unless
such Bond is registered in the manner hereinafter provided,
and to any interest coupon shall pass by delivery in the
same manner as a negotiable instrument payable to bearer.
The City shall cause books for the registration and for
the registration of transfer of the Bonds as provided
in this Resolution to be kept by the Bond Registrar. At
the option of the bearer, any Bond (but not any temporary
Bond unless the City Commission shall so provide) may be
registered as to principal alone on such books upon presenta-
tion thereof to the Bond Registrar which shall make nota-
tion of such registration thereon. Any Bond (but not any
temporary Bond unless the City Commission shall so provide)
may be registered as to both principal and interest upon.
presentation thereof to the Bond Registrar, accompanied
by all unmatured coupons and all matured coupons,,if any,
not theretofore paid or provided for, and the Bond Registrar
shall make notation of such registration thereon and detach
therefrom and retain in'its custody all such coupons. The
transfer of any Bond registered as to principal alone or as
to both principal and interest may thereafter be registered
only upon an assignment duly executed by the registered
owner or his attorney or legal representative in such form
as shall be satisfactory to the Bond Registrar, such regis-
tration of transfer:to be made on such books and endorsed
on the Bond by the Bond Registrar. Unless such Bond shall
be registered as to both principal and interest, such reg-
istration of transfer may be to bearer and thereby transfer-
ability by delivery shall be restored, subject, however,` to
929111
successive registrations and registrations of transfer
as before. The principal of any Bond registered as to
principal alone, unless registered to bearer, and the
principal of any Bond registered as to both principal and
interest shall be payable only to or upon the order of
the registered owner or his legal representative, but the
coupons appertaining to any Bond registered as to prin-
cipal alone shall remain payable to bearer notwithstand-
ing such registration. No charge shall be made,to any
Bondholder for the privilege of registration and regis-
trations of transfer hereinabove granted, but any Bond-
holder requesting any such registration or registration
of transfer shall pay any tax or other governmental
charge required to be paid with respect thereto. The
Bond Registrar shall not be required to register the
transfer of any Bond registered as to both principal and
interest during the period of fifteen (15) days next
preceding any interest payment date of such Bond or after
such Bond has been selected for redemption. No Bond
registered as to both principal and interest shall
thereafter be discharged from registration except as
provided in Section 206 of this Article.
Section 205. Ownership of Bonds. As to any Bond
'registered as to principal alone or as to both principal
and interest, the person in whose name the same shall be
registered shall be deemed and regarded as the absolute
owner thereof for all purposes, and payment of or on
account of the principal of any such Bond shall be made
only to or upon the order of the registered owner thereof
or his legal representative, but such registration may be
changed as herein provided. All such payments shall be
valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.
The City, the Bond Registrar and the Paying Agents may
deem and treat the bearer of any Bond which shall not at
the time be registered as to principal or as to both
principal and interest, and the bearer of any coupon
appertaining to any Bond whether such Bond shallbe
registered as to principal or not, as the absolute owner
of such Bond or coupon, as the case may be, whether such
Bond or coupon shall be overdue or not, for the purpose
of receiving payment thereof and for all other purposes
whatsoever, and the City, the Bond Registrar and, the
Paying Agents shall not be affected by any notice to the
contrary.
O-
i
Section of BondsRegist
ered as
a�hd Interest. Any Bond registered as
_
to both principal and interest May be reconverted into
a coupon Bond Upon presentation thereof to the Bond
Registrar, together with an instrument requesting such
reconversion duly executed by the registered owner or his
attorney or legal representative and in such form as
shall be satisfactory to the Bond Registrar6 Upon any
such presentation the Bond Registrar shall reattach to
such Bond the coupons representing the interest to become
due thereafter on the Bond to the date of maturity and
interest then due and unpaid, if any, and shall make
notation thereon whether the Bond 18 registered as to
principal alone or is payable to bearer, The Bondholder
requesting any such reconversion shall pay any tax or
other governmental charge required to be paid with
respect to such reconversion, but no other charge shall
be made in connection with such reconversion. The Bond
Registrar shall not be required to reconvert any Bond under
the provisions of this Section during the period of fifteen
(15) days next preceding any interest payment date of such
Bond nor after such Bond has been selected for redemption.
Section 207. Issuance of Bonds. Bonds of the City in
an aggregate principal amount not exceeding $12,000,000
may be issued under and secured by this ordinance, subject
to the conditions hereinafter provided in this Section, for
the purpose of paying all or any part of the cost of con-
structing or acquiring the Project.
Before the Bonds shall be issued under the provisions,
of this Se ' ction the City Commission shall adopt an ordinance
authorizing the issuance of such Bonds, fixing the amount
and the details thereof, and providing for the capitaliza-
tion of interest on the Bonds. The Bonds issued under the
provisions of this Section shall be dated, shall be stated
to mature (subject to the right of prior redemption as
hereinafter set forth) on the 1st day of August, in such
year or years not more than forty years after the date of
the Bonds, shall have such Paying Agents, and any Term Bonds
shall have such Amortization Requirements and may be made
redeemable at such times and prices (subject to the provisions
of Article III of this Ordinance), all as may be provided by
the ordinance authorizing the issuance of such Bonds; Such
Bonds shall be executed in the form and manner hereinabove
set forth, with such changes as may be necessary or appropriate,,
11-12
291
to conform to the provisions of the ordinance authorizing
the issuance of such Bonds, and shall be deposited with the
Fiscal Agent for delivery, but before such Bonds shall be
delivered by the Fiscal Agentt there shall be filed with the
Fiscal Agent the following:
(ai a copy, certified by the City Clerk, of the
ordinance mentioned above;
(b) a copy, certified by the City Clerkj of the
resolution adopted by the City Commission awarding such
Bonds, specifying the interest rate of each of such
Bonds and directing the delivery of such Bonds to or
upon the order of the purchasers therein named upon
paymentof the purchase price therein set forth; and
(c) an opinion of the City Attorney stating that
the issuance of the Bonds has been duly authorized and
that all conditions precedent to the delivery of the _
Bonds have been fulfilled.
When the documents mentioned above in this Section
shall have been filed with the Fiscal Agent and when the
Bonds described in the ordinance and resolution mentioned
in clauses (a) and (b) of this Section shall have been
executed as required by this ordinance, the Fiscal Agent
shall deliver such Bonds at one time to or upon the order of
the purchasers named in the resolution mentioned in said.
clause (b), but only upon payment to the Fiscal Agent of"the
purchase price of such Bonds. The Fiscal Agent shall be
entitled to rely upon such resolution as to all matters
stated therein.
Simultaneously with ,the delivery of the Bonds the Fiscal
Agent shall apply the proceeds of the Bonds as follows:
(a) deposit the accrued interest and any
premium received in the Bond Service Account,
(b) deposit in the Bond Service Account
an amount equal to the interest to be capitalized
on the Bonds pursuant to the ordinance described
in the second paragraph of this Section,
(c) deposit in the Reserve Account an
amount equal to the Reserve Account Requirement
following the issuance of the Bonds, and
11-13
929
(d) deposit the balance of such proceeds
in the Construction Fund
Section 208, Completion Bonds. to addition to the
Bonds issued under the provisions of Section 207, if and
to the extent necessary (as shown by the documents mentioned
in clauses (a) and (c) of this Section) to provide additional
funds for completing payment of the cost of the Project, Bonds
of the City may issued under and secured by this Ordinances
at one time or from time to time, for such purpose.
Before any Bonds shall be issued under the provisions
of this Section the City Commission shall adopt an ordinance
authorizing the issuance of such Bonds and fixing the
amount and the details thereof and increasing the Designated
Revenues such that the proportion of Designated Revenues to
total outstanding Bonds remains the same after the issuance
of the completion Bonds. The Bonds issued under the provis-
ions of this Section shall be stated to mature on August 1
in such year or years not more than forty years after the
date of the Bonds. The Bonds may be made redeemable at such
times and prices (subject to the provisions of Article III
of this Ordinance) and any Term Bonds shall have such
Amortization Requirements all as may be provided by resolu-
tion adopted by the City Commission prior to the issuance of
such Bonds. Such completion Bonds shall be executed substan-
tially in the form and manner hereinabove set forth, with
such changes as may be necessary or appropriate to conform
to the provisions of the ordinance authorizing the issuance
of such Bonds, and shall be deposited with the Fiscal Agent
for delivery, but prior to or simultaneously with the
delivery of such Bonds by the Fiscal Agent there shall be
filed with the Fiscal Agent the following:
(a) copies, certified by the City Clerk, of
the ordinance authorizing the issuance of such Bonds
and of the resolution of the City Commission fixing
the times and prices at which such Bonds are to be
redeemable and fixing the Amortization Requirements
for any Term Bonds;
(b) a copy, certified by the City Clerk, of
the resolution of the City Commission awarding such
Bonds, specifying the interest rate of each of such
Bonds and directing the delivery of such Bonds to
or upon the order of the purchasers therein named
upon payment of the purchase price therein set forth;
91
yx
(c) a statehient, signed by the Consulting
engineers, certifying that, according to their
estimate of the total amount required for paying
the balance of the cost of the Project, the pro-
ceeds of such Bonds will be required and will be
sufficient for paying such balance; and
(d) an opinion of the City Attorney stating
that the issuance of such Bonds has been duly
authorized and that all conditions precedent to
the delivery of such Bonds have been fulfilled.
When the documents mentioned in clauses (a) to (d),
inclusive, of this Section shall have been filed with the
Fiscal Agent and when the Bonds described in the ordinance
and resolution mentioned in clauses (a) and (b) of this
Section shall have been executed as required by this Ordi-
nance, the Fiscal Agent shall deliver such Bonds at one time
to or upon the order of the purchasers named in the resolu-
tion mentioned in said clause (b), but only upon payment to
the Fiscal Agent of the purchase price of such Bonds. The
Fiscal Agent shall be entitled to rely upon such resolution
as to all matters stated therein.
Simultaneously with the delivery of any completion
Bonds, the Fiscal Agent shall apply the proceeds of the
Bonds as follows:
(a) deposit the accrued interest and any
premiums received in the Bond Service Account,
,(b) deposit in the Reserve Account an
amountrequired to make the amount on deposit in
the Reserve Account equal to the Reserve Account
Requirement following the issuance of the com-
pletion Bonds, and
(c) deposit the balance of such proceeds
in the Construction Fund.
Section 209. Temporary Bonds. Until the defini-
tive Bonds are ready for delivery, there may be executed,
and the Fiscal Agent may deliver, in lieu of definitive
Bonds and subject to the same limitations and conditions
except as to identifying numbers, temporary printed, en-
graved, lithographed or typewritten Bonds in the denomina-
tion of Five Thousand Dollars ($5,000) or any multiple
N
thereof, substantially of the tenor hereinabove set forth,
with or without coupons, and with or without the privilege
of registration as to principal or as to both principal and
interest as the City Commission may provide, and with
appropriate omissions, insertions and variations as may be
required., The City shall cause the definitive Bonds to be
prepared and to be executed, endorsed and delivered to the
Fiscal _Agent, and the Fiscal Agent, upon presentation to him
of any temporary Bond accompanied by all unmatured coupons,
if any, shall cancel the same or cause the same to be
cancelled and authenticate and deliver, in exchange therefor,
at the place designated by the holder, without expense to
the holder, a definitive Bond or Bonds in the same aggregate
principal amount, maturing on the same date and bearing
interest at the same rate as the temporary Bond surrendered.
Upon any such exchange, all coupons appertaining to the
definitive Bonds and representing interest theretofore paid
shall be detached and cancelled by the Fiscal Agent. Until
so exchanged, the temporary Bonds shall in all ,respects,
including the privilege of registration if so provided, be
entitled to the same benefit of this ordinance as the
definitive Bonds to be issued and authenticated hereunder,
and interest on such temporary Bonds, when payable, if the
definitive Bonds with interest coupons shall not be ready
for exchange, shall be paid on presentation of such tem-
porary Bonds and notation of such payment shall be endorsed
thereon, or such interest shall be paid upon the surrender
of the appropriate coupons if coupons representing such
interest shall be attached to such temporary Bonds.
Section 210. Mutilated, Destroyed or Lost Bonds.
In case any Bonds secured hereby shall become mutilated
or be destroyed or lost, the City may cause to be exe-
cuted, and the Fiscal Agent may deliver, a new Bond
of like date, number and tenor in exchange and substi-
tution for and upon the cancellation of such mutilated
Bond and its interest coupons, if any, or in lieu of and
in substitution for such Bond and its coupons, if any,
destroyed or lost, upon the holder's paying the reason-
able expenses and charges of the City in connection therewith
and, in the case of a Bond destroyed or lost, his filing,
with the Fiscal Agent evidence satisfactory to him that, such
Bond and coupons, if any, were destroyed or lost, and of his
ownership thereof, and furnishing the City with indemnity
satisfactory to it.
OW 9 �,
AATtCL8 lit.
Redemption of Bonds.
issuedeUnder the,provdisionsoofOtriisaply. nce Bonds
_ - rdinance shall be
subject to redemption, either in whole or in part and at
such times and prices, as may be provided by ordinance prior
to the issuance of such Bonds, provided, however, that any
redemption in part may be made only on an interest payment
date and in the inverse order of maturities.
Any redemption of less than all of the Bonds is-
sued under the provisions of this Ordinance and then
outstanding shall be a redemption subject to the provisions
of Section 508 of this Ordinance.
If less than all of the Bonds of any one maturity'
shall be called for redemption, the particular Bonds to be
redeemed shall be selected by lot by the,Fiscal Agent in
such manner as the Fiscal Agent in its discretion may
determine.
Section.302. Redemption Notice. At least thirty
(30) days before the redemption date, a notice of any
such redemption, either in whole or in part, signed
by the Fiscal Agent, (a) shall be published once in a
Daily Newspaper of general circulation in the City,
and in a Daily Newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, (b) shall be filed with the
Paying Agents and the Fiscal Agent and (c) shall be mailed,
postage prepaid, to all registered owners of Bonds to be
redeemed at their addresses as they appear on the regis-
tration books hereinabove provided for, but failure so to
mail any such notice shall not affect the validity of the
proceedings for such redemption. Each such notice shall
set forth the date fixed for redemption, the redemption
price to be paid and, if less than all of the Bondsthen,
outstanding shall be called for redemption, the numbers of
such Bonds.
9 2 9 1
Bection 303. gffect of C611iqg_.oY,. Re4empt.ion�
On the date so designated for redemption, notice having
been published and filed in the manner and under the
conditions hereinabove provided, the Bonds so called
for redemption shall become and be due and payable at
the redemption price provided for redemption of such
Bonds on such date; and, moneys for payment of the re-
demption price being held its separate accounts by the
Fiscal Agent in trust for the holders of the Bonds to be
redeemed, all as provided in this Resolution,, interest on
the Bonds so called for redemption shall cease to accrue,
the coupons for interest thereon payable subsequent to the,
redemption date shall be void, such Bonds shall cease to be
entitled to any lien, benefit or security under this
Ordinance, and the holders or registered owners of such
Bonds shall have no rights in respect thereof except to
receive payment of the redemption price thereof.
Section 304. Matured Coupons. A1.1 unpaid in-
terest coupons which appertain to Bonds so called for
redemption and which shall have become payable on or
prior to the date of redemption designated in such
notice shall continue to be payable to the bearers
severally and respectively upon the presentation and
surrender of such coupons.
Section 305. Cancellation. Bonds so called for
redemption and all unmatured coupons appertaining there-
to shall be cancelled upon the surrender thereof.
Section 306. Bonds Called for Redemption or
Payment Provided Therefor Not Outstanding. Bonds which
have been duly called for redemption under the provi-
sions of this Article, or with respect to which either
irrevocable instructions to call for redemption or to
pay at their respective maturities and mandatory redemp-
tion dates or any combination of such redemption and
payment have been given by the City to an appropriate
fiduciary institution acting as escrow agent, in form
satisfactory to him and for the payment of the redemp-
tion price and maturing principal amounts of which and
the interest to accrue thereon to the date fixed for
redemption or the dates of their respective maturities
and mandatory redemption dates sufficient moneys, or
Government Obligations in such amounts, bearing interest.
s
at such rates and Maturing (without option of prior
payment) at such dates that the proceeds thereof and
the interest thereon will provide sufficient Moneys,
shall be held in separate accounts by such escrow agent
or by the Paying Agents in trust solely for the holders
of the Bonds to be redeemed and paid, all as provided
in this Ordinance, shall not be deemed to be outstand-
ing under the provisions of this Ordinance and shall
cease to be entitled to any benefit or security under
this Ordinance other than to receive payment from
such moneys.
ARTICLE iV.
Construction Fund.
Section 401. Construction Fund. A special fund
is hereby created and designated "Miami Off -Street Parking
Facility Construction Fund" (herein sometimes called the
"Construction Fund") which shall be held by the Fiscal Agent
and to the credit of Which there shall be deposited .the
amounts specified in the last paragraph of Section 201 and
Section 208 of this Ordinance.
The moneys in the Construction Fund shall be held by
the Fiscal Agent in trust and applied to the payment of the
Cost of the Project and, pending such application, shall be
subject to a lien and charge in favor of the holders of the
Bonds issued and outstanding under this Ordinance and for
the further security of such holders until paid out as
herein provided.
Section 402. Revolving Fund. The City may withdraw
from the Construction Fund upon its requisitions therefor,
signed by the City Manager, or by such officer or employee
of the City as he shall designate to sign in his behalf,
and filed with the Fiscal Agent, at one time or from time to
time, a sum or sums aggregating not more than Fifty Thousand
Dollars ($50,000) exclusive of reimbursements as hereinafter
in this Section authorized, such sums and such reimburse-
ments to be used by the City as a revolving fund for the
payment of items of.Cost referred to in Section 403 of this
Article which cannot conveniently be paid as herein other-
wise provided. The revolving fund shall be reimbursed from
time to time for such items of Cost so paid by payments from
the Construction Fund upon requisitions of the City, similarly
signed and filed, specifying the payee and the amount and
purpose of each payment from the revolving fund for which
such reimbursement is requested, accompanied by a certificate',
similarly signed, certifying that each such item so paid was
a necessary item of Cost and that such item could not
conveniently be paid except from such revolving fund, and
also accompanied by the written approval of such certificate
by the Consulting Engineers.
IV-1
99
Sect ion 403, pAyMnts _ from Construction Fund, Fay-
mentt from the Construction Fund, except transfers and
payments under the provisions of section 402 of this Article,
shall be made in accordance with the provisions of this Sec-
tion. Before any such payments shall be made the City shall
file with the Fiscal Agent:
(a) a requisition, signed by the City Manager
or by such officer of the City as he shall designate
to sign in his behalf, stating in respect of each
such payment:
(1) the item number of the payment,
(2) the name of the person, firm or corpora-
tion to whom payment is due,
(3) the amount to be paid, and
(4) the purpose by general classification
for which the obligation to be paid was incurred;
( b ) a certificate, signed by the City Manager or
the officer designated by him for such purpose and
attached to the requisition, certifying:
(1) that obligations in the stated amounts
have been incurred by the City and that each item
thereof is a proper charge against the Construc-
tion Fund and has not been paid,
(2) that there has not been filed with or
served upon the City notice of any lien, right to
lien, or attachment upon, or claim affecting the
right to receive payment of, any of the moneys pay-
able to any of the persons, firms or corporations
named in such requisition, which has not been re-
leased or will not be released simultaneously
with the payment of such obligation,
(3) that such requisition contains no item
representing payment on account of any retained
percentages which the City is at the date of such
certificate entitled to retain; and
(c) a certificate, attached to such requisition
and signed by the Consulting Engineers, certifying their
approval thereof.
IV-2
9291
Upon receipt of each such requisition and accompanying
certificates the Fiscal Agent shall withdraw ftOm the Con—
struction Fund and deposit with the commercial department
of the Fiscal Agent for the credit of a special account in
the name of the City, an amount equal to the total of the
amounts to be paid as set forth in such requisition, the
amount so deposited to be used solely for the payment of
the Obligations set forth in such requisition, in making
such withdrawals and deposits the Fiscal Agent may rely
upon such requisitions and accompanying certificates. Each
such obligation shall be paid by check drawn on such special
account and signed by a properly authorized officer of the
City and having the same identifying number as the number
stated in the requisition for such obligation. Moneys
deposited to the credit of such special account shall
be deemed to be a part of the Construction Fund until paid
out as above provided, if for any reason the City should
decide prior to the payment of any item in a requisition
not to pay such item, the City shall give notice of such
decision to the Fiscal Agent, and thereupon the City shall
pay the amount of such item by check drawn on such special
account to the Fiscal Agent for the credit of the Construc-
tion Fund.
Section'404. Cost of Project. For the purposes of this
Article, the Cost of the Project shall include, without
intending thereby to limit or to restrict or to extend any
proper definition of such Cost under the provisions of this
Ordinance, the following:
(a) obligations incurred for labor and ma-
terials and to contractors, builders and material -
men in connection with the construction of enlarge-
ments, improvements and extensions, for machinery
and equipment, and for the restoration of property
damaged or destroyed in connection with such con-
struction and for the relocation of utility lines
occasioned by construction and for the demolition
and disposal of structures necessary or desirable
in 'connection with such construction;
(b) interest accruing upon the Bonds prior
to the commencement of and during construction
or for any additional period as may be authorized
by law if so provided, and subject to any limita-
tion, in the ordinance providing for, or author-
izing, the issuance of such Bonds;
IV-3
(c) the cost of acquiring by purchase and
the amount of any award or final judgment in any
proceeding to acquire by condemnation, such land,
structures and im`rovements, property rights,
rights -of -way, franchises, easements, and other
interests in lands necessary or convenient in con-
nection with such construction or with the operation
of the Project, and the amount of any damages
incident thereto;
(d) expenses of administration properly charge-
able to such construction or acquisition, legal,
architectural and engineering expenses and fees, cost
of audits and of preparing and issuing the Bonds; fees
and expenses of consultants, financing charges, fees
and expenses of the Fiscal Agent for their services
under this Article, capital costs to be incurred by The
Operational Agency in connection with the initiation of
its management of the Project, Bond insurance premiums,
taxes or other governmental charges lawfully assessed
during construction, premiums on insurance in connection
with construction, the cost of funding the Reserve
Account and all other 'items of expense not elsewhere in
this Section specified, incident to the financing,
construction or acquisition of the Project and the
placing of the same in operation; and
(e) any Cost incurred by the City for any of the
foregoing purposes, within three years prior to the
date. of delivery of the Bonds, in connection with the
acquisition and construction of the Project and paid
for by the City out of funds other than moneys in the
Construction Fund.
Section 405. Title to Properties Acquired'. The
City further covenants that the Project will be constructed
on or under land which is owned or can be acquired by the
City in fee simple or over or under which the City shall
have acquired or can acquire either by long term lease or by
perpetual easements for the purposes of the Project, free
from all liens, encumbrances and defects of title which have
a materially adverse effect upon the City's right to
use such lands or properties for the purposes intended
or which have been adequately guarded against by a bond
or other form of indemnity, or lands, including public
streets and highways, the right to use and occupy which
for such purposes shall be vested in the City by law or
by valid rights of way, easements, franchises or licenses.
IV-4
9 219 1
Section 406, Audits, The City Covenants thAtt At
least once in each tweivo (12) months until the acquisition or
construction of the Project shall have been complebodt it
will cause an audit to be made by the Accountant Covering
all receipts and t6ney8 then on deposit with or in the name
of the Fiscal Agent or the City and the security hold
therefor, and all disbursements made pursuant to the pro-
visions of this Article. Reports of each audit shall be
filed with the Fiscal Agent and the Consulting Engineers,
Copies of such audit reports shall be filed withthe City
Clerk.
Section 407. Disposition of Construction Fund
Balance. when the construction of the Project shall have
been completed, which fact shall be evidenced to the Fiscal
Agent by a certificate stating the date of such completions
signed by the Consulting Engineers the balance in the
Construction Fund not reserved by the City for the payment
of any remaining part of the Cost of the Project shall be
transferred by the Fiscal Agent to the credit of the General
Reserve Fund.
ARTICL8 V.
Revenues and Funds.
Section 501, Rate Covenant. The City covenants that
it will fix, charge and collect rates and charges for the
use of the services and facilities furnished by the Ptojedt
and that from time to time, and as often as it shall be
necessary, it will adjust such rates and charges by increasing
or decreasing the same or any selected categories of rates
and charges so that the Revenues will at all times be
sufficient in each Fiscal Year to provide an amount at least
equal to the sum of (a) one hundred per centum (100%) of the
Current Expenses of the Project for the current Fiscal
Year, (b) one hundred per centum (100%) of the Principal and
Interest Requirements for the current Fiscal Year, and (c)
one hundred per centum (100%) of the Reserve Account Deposit
Requirement for the current Fiscal Year.
The City further covenants that if at any time the
Revenues shall not be sufficient to provide such amounts,
it will revise the rates and charges for the services and
facilities furnished by the Project, so that the rates and
charges collected in the current and each subsequent Fiscal
Year will result in Revenues sufficient to provide such
amounts.
The City covenants that the rates charged and collected
under this Section shall be equal to or greater than each
category of rate and charge fixed and charged by the City at
any off-street parking facility then operated by the Opera-
tional Agency and located within 1000 feet of the Project.
The City covenants that if in any Fiscal Year the
Revenues shall not have been sufficient to provide the
amounts set forth in the first paragraph of this Section, it
will before the 1st day of November of the following Fiscal
Year request the Project Consultant and The Operational
Agency to make their recommendations as to a revision of the
rates and charges for the use of the services and facilities
furnished by the Project and copies of such request and such
recommendations shall be filed with the City Manager and :the,
Fiscal Agent.
In the event that the City shall fail to adjust
rates and charges in accordance with the provisions of this
Section, the Fiscal Agent may and upon the written request
of the holders of not less than twenty-five per centum (25%)'
in principal amount of all Bonds then outstanding shall
institute and prosecute in a court of competent jurisdiction
V-1
Op"
an appropriate suit, action or proceeding to compel the City
to adjust such rate and charges in accordance with the
requirements of this Section, and the City covenants that it
will adopt and charge rates and charges in compliance with
any judgment, order or decree entered 'in any such suit, _
action or proceeding.
Section 502, Annual_ Budget. The City covenants that
on or before the first day of each Fiscal Year it will adopt
a budget of Current Expenses and Capital Expenditures for
such Fiscal Year (herein sometimes called the "Annual Budget")
on account of the Project. Copies of the Annual Budget shall
be filed with the City Clerk and the Fiscal Agent and mailed
by the City to all Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose.
If for any reason the City shall not have adopted an
Annual Budget before the first day of any Fiscal Year, the
Annual Budget for the preceding Fiscal Year shall until the
adoption of such Annual Budget, be deemed to be in force.and-
shall be treated as such Annual Budget under the provisions
of this Article.
The City may at any time adopt an amended or supplemen-
tal Annual Budget for the remainder of the then current
Fiscal Year on account of the Project, and the Annual Budget
so amended or supplemented shall be treated as the Annual
Budget under the provisions of this Article. Copies of any
such amended or supplemented Annual Budget shall be filed
with the City Clerk and the Fiscal Agent and mailed by the
City to all Bondholders who shall have filed their names and
addresses with the City Clerk for such purpose.
The City further covenants that the amount expended for
Current Expenses in any Fiscal Year will not exceed the
reasonable and necessary amount thereof, and that it will
not expend any amount for maintenance, repair and operation
of the Project in excess of the total amount provided for.
Current Expenses in the Annual Budget.
Section 503. Revenue Fund. A special fund is hereby
created and designated the "Miami Off -Street Parking Facili-
ty Revenue Fund" (herein called the "Revenue Fund"'). The
City covenants that all Revenues will be collected and
deposited as received with a Depositary or Depositaries to
the credit of the Revenue Fund. All moneys in the Revenue
Fund shall be held by the City in trust and applied as
provided in this Article.
V- 2
rl
f
nking. acid Other. Pundg . A
Section 504S. ._. �_..,._._. _ - _... special
fund is hereby crested and designated "Miami Parking Revenue
Bonds (Additionally Secured By Eton Ad Valorem Revenues)
Interest and Sinking Fund" (herein sometimes called the
"Sinking Fund"). There are hereby created in the Sinking
Fund three separate accounts designated "Bond Service
Account", "Redemption Account", and "Reserve Account"
respectively. An additional special fund is hereby created
and designated "Miami off -Street Parking Facility General
Reserve Fund" (herein called the "General Reserve Fund").
The moneys in each of said Funds and Accounts shall
be held in trust and applied only as hereinafter provided
with regard to each such Fund and Account and, pending
such application, shall be subject to a lien and charge
in favor of the holders of the Bonds issued and outstand-
ing under this ordinance and for the further security of
such holders until paid out or transferred as herein
provided. '
The City Manager shall, on or before the 20th day of
the month next succeeding the month in which Bonds are
initially issued under the provisions of Section 207 of this
Ordinance and not later than the 20th day of each month
thereafter, withdraw an amount equal to the balance remaining
in the Revenue Fund on the last day of the preceding month,
less an amount (to be held for the payment of Current
Expenses) equal to an amount not exceeding the amount
necessary for Current Expenses during the next ensuing three
(3) months as determined by the City Manager, and deposit
the sum so withdrawn with the Fiscal Agent to the credit of
the following Accounts or Funds in the following order:
(a) to the credit of the Bond Service Account,
an amount equal to one -sixth (1/6th) of the amount
of interest payable on the Bonds on the interest
payment date next succeeding (less any amount received
as capitalized or accrued interest from the proceeds of
the Bonds which is available for such interest payment)
and beginning August 19 an amount equal'to one -twelfth
(1/12th) of the next maturing installment of principal
on all Serial Bonds then outstanding; provided, however,
that in each month intervening between the date of`
delivery of Bonds pursuant to Sections 207 or 208 of
this Ordinance (beginning with the month following the
month in which such delivery takes place) and the next
v-3
29
succeeding interest payment date and the nett succeed-
ing principal payment date, respectively, the amount
specified in this subparagraph shall be that amount
which when multiplied by the number of deposits to the
credit of the Bond Service Account required to be made
during such respective periods as provided above will
equal the amounts required (in addition to any amounts
received as accrued interest or capitalized interest
from the proceeds of such Bonds) for such next succeed-
ing interest payment and next maturing installment of
principal, respectively;
(b) to the credit of the Redemption Account an
amount equal to one -twelfth (1/12th) of the principal
amount of Term Bonds then outstanding required to be
retired, in satisfaction of the Amortization Requirements,
if any, for such Fiscal Year; plus the premiums, if
any, on the principal amount of Term Bonds which would
be payable in such Fiscal Year if such principal amount
of Term Bonds were to be redeemed prior to their
respective maturities from moneys held for the credit
of the Sinking Fund;
(c) to the credit of the Reserve Account,
such amount, if any, of any balance remaining
after making the deposit under clauses (a) and (b)
above (or the entire balance if less than the required
amount) as may be required to make the amount deposited
in such month to the credit of the Reserve Account
equal to the Reserve Account Deposit Requirement for
such month;
(d) to the credit of the General Reserve Fund,
the balance, if any, remaining after making the
deposits under clauses (a), (b) and (c) above.
If the amount deposited in any month to the credit
of any of the Accounts or Funds mentioned in (a) to (c),
inclusive, above shall be less than the amount required to
be deposited under the foregoing provisions of this Section,
the requirement therefor shall nevertheless be cumulative
and the amount of any deficiency in any month shall be added
to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies
have been made up. The amounts required to be deposited in
the Accounts mentioned in clauses ('a), (b) and (c) above in
any month may be reduced to the extent that all or a portion
of the deposit required in any such month has theretofore
been realized from the investment of moneys on deposit in
any such Account.
Section 505.aen,t of Current Ex enses� The
Current Expenses shall be paid from the Revenue Fund
as the sage become due and payable, payments from the
Revenue Fund shall be made in accordance with procedures
established by the City from time to timot the Annual _
Budget and the covenants in Section 503 of this Article
•
Section 506. Application of Moneys in Bond service
Account. The Fiscal Agent shall, during the period of fire
(5) business days immediately preceding each interest
payment date, withdraw from the Bond Service Account, and
(a) remit by„mail to each owner of Bonds registered as to
both principal and interest the amounts required for paying
the interest on such Bonds as such interest becomes due and
payable and (b) deposit in trust with the Paying Agents the
amounts required for paying the interest on the Bonds as
such interest becomes due and payable and the principal of
all Serial Bond sas such principal becomes due and payable.
Section 507. implication of Moneys in Redemption
Account. Moneys held for the credit of the Redemption
Account shall be applied to the retirement of the Term Bonds
issued under the provisions of this Ordinance as follows:
(a) Subject to the provisions of paragraph
(c) of this Section, the Fiscal Agent may purchase
any Term Bonds secured hereby and then outstanding,
whether or not such Term Bonds shall then be subject
to redemption, on the most advantageous terms obtain-
able with reasonable diligence, such price not to ex-
ceed the principal of such Term Bonds plus the amount
of the redemption premium, if any, which might on the
next redemption date be paid to the holders of such
Term Bonds under the provisions of Article III of this
Ordinance if such Term Bonds should be called for re-
demption on such date from moneys in the Sinking Fund.
The Fiscal Agent shall pay the interest accrued on
such Term Bonds to date of settlement therefor from
the Bond Service Account and the purchase price from
the Redemption Account, but no such purchase shall be
made by the Fiscal Agent within the period of forty-
five (45) days next preceding any interest payment date
on which such Term Bonds are subject to call for re-
demption under the provisions of this Ordinance, except
From moneys other than moneys set aside or deposited
for the redemption of Term Bonds.
V-5
(b) Subject to the provisions of Article tit
of this Ordinance and paragraph (c) of this Section,
the Fiscal Agent may call for redemption on each
interest payment date on which Term Bonds are subject
to redemption such amount of such Term Bonds as; with
the redemption premium, if anyi will exhaust the moneys
which will be held for the credit of the Redemption
Account on said interest payment date as dearly as
may be; provided, however, that not less than Fifty
Thousand Dollars ($5O,000) principal amount of Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy the
Amortization Requirement for any Fiscal Year. Such
redemption shall be made pursuant to the provisions
of Article III of this Ordinance. The Fiscal Agent
shall during the period of five (5) business days
prior to the redemption date withdraw from the Bond
Service Account and the Redemption Account. and set
aside in separate accounts or deposit with the Paying
Agents the respective amounts required for paying the
interest on, and the principal and redemption premium
of, the Term Bonds so called for redemption.
(c) Moneys held by the Fiscal Agent in the
RedemptionAccount shall be applied by the Fiscal Agent
each Fiscal Year to the retirement of Bonds then_
outstanding in the following order:
First: the Term Bonds to the extent of the
Amortization Requirement, if any, for such Fiscal
Year for such Term Bonds, plus the applicable
premium, if any, and any deficiency in any preced-
ing Fiscal Years in the purchase or redemption of
such Term Bonds under the provisions of this
subdivision and, if the amount available in such
Fiscal Year shall not be sufficient therefor, then
in proportion to the Amortization Requirement, if
- any, for such Fiscal Year for the Term Bonds
then outstanding, plus the applicable premium, if
any, and any such deficiency.
Second: Term Bonds, if any, in.such manner
as the City Manager shall determine results in the
greatest economic benefit to the City.
v- 6
third! after the retirement of ail term
Sondsp if ahYt Serial Bonds issued under the
provisions of this Ordinance in the inverse
order of their maturities.
.Upon the retirement of any Bonds by purchase or
redemption the Fiscal Agent shall file with the City
Commission a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon.
The expenses in connection with the purchase or redemption
of any Bonds shall be paid by the City from the Revenue
Fund.
Section 508. Application of Moneys in Reserve Account.
Moneys held for the credit of the Reserve Account shall
first be used for the purpose of paying the interest on and
the principal of the Bonds whenever and to the extent that
the moneys held for the credit of the Bond Service Account
and the General Reserve Fund shall be insufficient for such
purpose and thereafter for the purpose of making deposits
to the credit of the Redemption Account pursuant to the
requirements of clause (b) of Section 504 of this Ordinance
whenever and to the extent that withdrawals from the Revenue
Fund and the amount on deposit in the General Reserve Fund
are insufficient for such purposes. If at any time the
moneys held for the credit of the Reserve Account shall
exceed the Reserve Account Requirement, such excess shall
be withdrawn by the Fiscal Agent and deposited to the credit
of the Revenue Fund.
Section 509. Application of Designated Revenues.
The City covenants that if in any Fiscal Year moneys held
for the credit of the Reserve Account are withdrawn and
deposited to the credit of the Bond Service Account or
the Redemption Account as provided in Section 508 of this
Article, the City will in the City budget for the next
ensuing Fiscal Year budget as a first priority item an
amount equal to the amount of such withdrawal from the
Reserve Account. Such budgeted amount shall be a first
charge against the Designated Revenues received in such
next ensuing Fiscal Year and upon the receipt by the City
V-7
929
h
6t
Of Designated Revenues in such next ensuing Fisoal Year such
Designated Revenues shall first be deposited as received
with the Fiscal Agent for the Credit of the Reserve Account
until the amount so deposited equals such budgeted amount,
The budgeting and deposit requirement of this Section shall'
be cumulative and to the extent that Designated Revenues
received by the City in any Fiscal Year are not sufficient
to make deposits in the Reserve Account equal to all prior
withdrawals, which have not been restored from Designated
Revenues, the City shall remain obligated to budget and
deposit amounts sufficient to make up any such unrestored
withdrawals.
Section 510. Application of Moneys in the' General
Reserve Fund. Moneys held for the credit of the General
Reserve Fund may at the election of the City be applied:
(a) to reimburse the City for any amounts
deposited in the Reserve Account from Designated
Revenues pursuant to Section 509 of this Article,
(b) to purchase or redeem Bonds,
(c) to pay the cost of unusual or extraordinary
maintenance or repairs, the cost of renewals and re-
placements and the cost of acquiring, installing or
replacing equipment all related to the `Project and the
cost of acquiring and constructing additions and
- improvements to the Project and engineering, legal and
administrative expenses related to the foregoing, and
(d) to make up deficiencies in any of the'Ac-
counts and Funds created by this Ordinance including
any deficiencies in the Revenue Fund required for the
payment of Current Expenses.
Provided, however, that in the event of any deficien-
cies in any Accounts or Funds created by this Resolution
the moneys in the General Reserve Fund shall be applied
as provided in paragraph (d) above to make up all such
deficiencies prior to applying any moneys in the Reserve
Account for such purpose and prior to applying moneys in the
General Reserve Fund for the purposes described in para-
graphs (a), (b) and (c) above.
Section 511. Application of Moneys in Sinking Fund.
Subject to the terms and conditions set forth in this
Ordinance, moneys held for the credit of the Sinking Fund
shall be held in trust and disbursed by the Fiscal Agent for
(a) the payment of interest on the Bonds issued hereunder as
such interest becomes duo and payable, or (b) the payment of
the principal of such Bonds at their maturities, or (c) the
payment of the purchase or t0doMptiOh price of such Bonds
before their maturity and such moneys are hereby pledged
to and charged with the payments mentioned in thit Section.
Section 512, M,0AeY8._ Reld in Trust. All moneys
which the Fiscal Agent shall have withdrawn from the
Sinking Fund or shall have received from any other source
And deposited with the Paying Agents, for the purpose
of paying any of the Bonds hereby secured, either at
the maturity thereof or upon call for redemption, or
for the purpose of paying any maturing coupons apper-
taining to any of the Bonds hereby secured, shall be
held in trust for the respective holders of such Bonds
or coupons. But any moneys which shall be so set aside
or deposited by the Fiscal Agent and which shall remain
unclaimed by the holders of such Bonds or of such coupons
for the period of six (6) years after the date on which
such Bonds or such coupons shall have become due and
payable shall upon request in writing be paid to the
City or to such officer, board or body as may then be
entitled by law to receive the same, and thereafter
the holders of such Bonds or coupons shall look only
to the City or to such officer, board or body, as
the case may be, for the payment and then only to the
extent of the amounts so received without any interest
thereon, and the Paying Agents shall have no responsi-
bility with respect to such moneys.
Section 513. Cancellation of Bonds and Coupons.
All Bonds paid, redeemed or purchased, either at or before
maturity, together with all unmatured coupons, if any,
appertaining thereto, shall be cancelled upon the payment,
redemption or purchase of such Bonds and shall be delivered
to the Fiscal Agent when such payment, redemption or
purchase is made. All coupons, which are paid by the.
Paying Agents, shall be cancelled upon their payment and
delivered to the Fiscal Agent. Except for such coupons,
all Bonds and coupons cancelled under any of the provi-
sions of this Ordinance shall be destroyed by the Fiscal
Agent, which shall execute a certificate in duplicate
describing the Bonds and coupons so destroyed except that
the numbers of the Bonds to which such coupons appertain,
may be omitted unless otherwise directed,by the City,
and one executed certificate shall be filed with the
V-9
City Clerk and the other executed certificate shall be
retained by the Plscal Agent, The coupons so paid by
the Paying Agent shall be destroyed by the Fiscal. Agent,
and the Fiscal. Agent shell, execute a Certificate in trip-
licate describing the coupons so destroyed exdept that the
numbers of the sonds to which such coupons appertain may
be omitted unless otherwise directed by the Cityr and one
executed Certificate shall be filed with the City Clerk
and another with the Fiscal Agent and the third executed
certificate shall be retained by such Paying Agent.
V-10
E
Lk.
9 29 1
�'�_
ARTIC> F VI,
bepositaries of Moneys, Security for Deposits
and Investment of Funds.
Section 601. Security for Deposits. All moneys
received under the provisions of this ordinance shall be
held either by the Fiscal Agent in accordance herewith or
Shall be deposited with a Depositary or Depositaries, shall
be held in trust, shall be applied only in accordance with
the provisions of this Ordinance and shall not be subject to
lien or attachment by any creditor of the City.
All moneys held by the Fiscal Agent or deposited
with any Depositary hereunder in excess of the amount
guaranteed by the Federal Deposit Insurance Corporation or
other Federal agency shall be continuously secured for the
benefit of the City and the holders of the Bonds, either
(a) by lodging with a bank or trust company approved by
the City as custodian, or, if then permitted by law, by
setting aside under control of the trust department of
the bank holding such deposit, as collateral security,
Government Obligations, or, with the approval of the
City Manager, other Investment Obligations eligible
as security for the deposit of trust funds under appli-
cable regulations of the Comptroller of the Currency of
the United States or applicable State of Florida law or
regulations, having a market value (exclusive of accrued
interest) not less than the amount of such deposit, or
(b), if the furnishing of security as provided in ('a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, or permitted by
applicable State of Florida or'Federal laws or 'regulations
regarding the security for, or granting a preference in
the case of, the deposit of trust funds; provided, how-
ever, that it shall not be necessary for the the Fiscal
Agent or any Paying Agents to give security for the deposits
of any moneys with them for the payment of the principal of
or the redemption premium or the interest of any Bonds
issued hereunder, or -for the Fiscal Agent to give security
for any moneys which shall be represented by obligations
purchased under the provisions of this Article as an in-
vestment of such moneys.
VI-1
All moneys held by the Fiscal Agent And deposited
With each bop6sitary Shall be credited to the particular
Fund or Account to which such moneys belong.
Section 602, investment of Moneys. Moneys hold
for the credit of the Construction. Fund, the Revenue
Fund, the Bond 8ervice Accountt the Redemption Account,
and the General Reserve Fund, shall, as nearly as may be
practicable, be continuously invested and reinvested by
the Fiscal Agent in Investment Obligations which shall
mature, or which shall be subject to redemption by the
holder thereof at the option of such holder, not later
than the respective dates when moneys held for the credit
of said Funds and Accounts will be required for the pur-
poses intended, or in Time Deposits; provided, however,
that each such Time Deposit shall permit the moneys so
placed to be available for use at the times provided above.
Moneys held for the credit of the Reserve Account
shall, as nearly as may be practicable, be continuously
invested and reinvested by the Fiscal Agent in Investment
Obligations, which Investment Obligations shall mature, or
shall be subject to redemption by the holder thereof at the
option of such holder, not later than ten (10) years after
the date of such investment, or in Time Deposits, provided,
however, that each such Time Deposit shall permit the moneys,
so placed to be available for use at the times provided
above.
Investment Obligations and Time Deposits so purchased
as an investment of moneys in any such Fund or Account shall
be deemed at all times to be part of such Fund or Account.
The interest accruing thereon and any profit realized from
such investment shall be credited to such Fund or Account
and any loss resulting from such investment shall'be charged
to such Fund or Account, provided, however, that interest
accruing on and any profit realized from the investment of,
moneys in the General Reserve Fund shall be deposited to
the credit of the Revenue Fund. The Fiscal Agent shall
sell or present for payment or redemption any Investment
Obligations so acquired whenever it shall be necessary
so to do in order to provide moneys to meet.any payment
from such Fund or Account. Neither the Fiscal Agent nor any
agent thereof shall be liable or responsible for any loss
resulting from any such investment.
VI-2
.9291 41r
In eomputihq the amount in any Fund or Account created
pursuant to the provisions of this Otdinancet excepting
the Aogotvo Account, obligations purchased as an investment
of moneys therein shall be valued at the Cost or Market
price there6ft whichever is lower, exclusive of accrued
interest. In computing the amount of the Reserve Account,
obligations purchased As an investment of moneys therein
shall be valued at their current market price. The Director
of Finance shall on the 18t day of May and December In each
year calculate the market price of all such obligations and
if such total market price, together with any cash then held
in the Reserve Account, shall be less than the Reserve
Account Requirementf the City shall be obligated within the
ensuing ninety (90) days either to make deposits at the
times provided in Section 504(c) of this ordinance or to
make deposits from the General Reserve Fund pursuant to
Section 510(d) of this Ordinance in amounts required to make
the market price of all such obligations together with any
cash then held in the Reserve Account equal to the Reserve
Account Requirement.
ARTICLE Vlt.
Particular Covenants.
Section 701. Payment of Principal,,,1.nterost,and
Premium. The City covenants that it will promptly pay
th ncipal of and the interest on each and every
Bond issued under the provisions of this Ordinance
at the places, on the dates and in the manner specified
herein and in said Bonds and in the coupons, if any,
appertaining thereto, and any premium required for the
retirement of said Bonds by purchase or redemption,
according to the true intent and meaning thereof. Such
principal, interest and premium will be payable solely
from the Revenues and, to the extent provided in Section
509 of this Ordinance, from the Designated Revenues and
said Revenues and Designated Revenues are hereby pledged
to the payment thereof in the manner and to the extent
hereinabove particularly specified.
Bonds issued under the provisions of this Ordinance
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Revenues and Designated Revenues. The issuance of the Bonds
shall not directly or indirectly or contingently obligate
the City to levy or to pledge any form of taxation whatever
therefor, nor shall any such Bonds constitute a charge, lien
or encumbrance, legal or equitable, upon any property of the
City.
Section 702. Covenant Against Encumbrances. The
City further covenants that, from the Revenues, it will
pay all governmental charges lawfully levied or assessed
upon the Project or any part thereof or upon any Revenues
when the same shall become due, that it will duly observe
and comply with all valid requirements of any municipal or
governmental authority relative to the Project, that it
will not create or suffer to be created any lien or charge
upon the Project or any part thereof, or on the Revenues or
on the Designated Revenues, other than as provided herein,
ranking equally with or prior to the Bonds, and that, out of
the Revenues, it will pay or cause to be discharged, or will _
make adequate provision to satisfy and discharge all lawful —
claims and demands for labor, materials, supplies or other
objects which, if unpaid, might by law become a lien upon =
VII-1
the Project or any part thereof or the Atvenueg,- provided,
however, that nothing contained in this Section shall
require the City to pay or cause to be discharged, or make
provision fort any such lien or charge so long as the
validity thereof shall be contested in good faith and by
appropriate legal Proceedings.
Section 703, Retention of the Operational Agency. The
City covenants and agrees that it will retain the Operational
Agency to operate the parking facilities in the Project.
Section 704. Employment of Consulting Engineers. The
City covenants and agrees that it will for the purpose of
performing and carrying out the duties imposed on the Con-
8ulting tngineer8 by this Ordinance employ an independent
engineer or engineering firm or corporation of suitable
experience and responsibility.
Section 705. Employment of Project Consultant. The
City covenants and agrees that it Will from time to time
for the purpose of performing and carrying out the studies
and making the recommendations assigned to the Project
Consultant by this Ordinance employ a management consultant
or a management consulting firm or corporation having a
favorable repute for skill and experience in analyzing the
operations of the Project.
Section 706. Employment of Accountant. The City cove-
nants and agrees that it will for the purpose of performing
and carrying out the duties imposed on the Accountant,by
this Ordinance employ a certified public accountant or firm
of certified public accountants of suitable experience and
responsibility.
Section 707. Insurance. The City covenants that it
will at all times carry insurance, in a responsible insurance
company or companies authorized and qualified under the laws
of the State of Florida to assume the risk thereof, covering
such properties included in the Project as are customarily
insured, and against loss or damage from such causes as are,
customarily insured against, by companies engaged in similar
business.
All such policies shall be for the benefit of the City,
shall be made payable to the City and shall be deposited
with the City Manager, and copies of such policies shall be
filed with the Fiscal Agent and the City Manager shall have
the sole right to receive the proceeds of such policies and
VII-2
god
.... .... ..
to collect and receipt for claims thereunder. The Proceeds
Of any and all such insurance shall be deposited by the City
Manager in the name of the City in a !)epotitary.
The City Covenants that, upon any loss or damage to
any properties included in the Project resulting from any
cause, whether or not such loss or damage shall be covered
by insurance, it will Proceed with the repairing, replacing
or reconstructing (either in accordance with the original or
a different design) of the damaged or destroyed property;
And that it will forthwith commence and diligently prosecute
the repair, replacement or reconstruction of the damaged or
destroyed property unless it shall determine after coh8u!ta-
tion with the Consulting Engineers that the repair, replace-
ment or reconstruction of such property is not essential to
the efficient operation of the Project.
The proceeds of all insurance referred to in this Sec-
tion shall be available for and shall, to the extent neces-
sary, be applied to the repair, replacement or reconstruction
of the damaged or destroyed property, and shall be paid out
in the,manner hereinabove provided for payments from the
Construction Fund. If such proceeds are more than sufficient
for such purpose, the balance remaining shall be deposited
to the credit of the General Reserve Fund. If such proceeds
shall be insufficient for such purpose, the deficiency may
,be supplied out of any moneys in the General Reserve Fund.
All insurance policies shall be open to the inspection
of the Fiscal Agent and the Bondholders and their representa-
tives at all reasonable times. The City Manager is hereby
authorized in the name of the City to demand, collect, sue
and receipt for the insurance money which may become due and
payable under any policies payable to it. Any appraisement
or adjustment of any loss of damage and any settlement or
payment of indemnity therefor which may be agreed upon
between the City and any insurer shall be evidenced to the
City Manager by a certificate signed by the officer or
officers responsible for managing the Project.
Notwithstanding the foregoing provisions of this Sec-
tion, the City may institute and maintain fiscally sound and
prudent self-insurance programs with regard to such risks as
shall be consistent with the recommendations of a qualified
and regionally recognized insurance consultant.
VII-3
.49
9 2 9
Section 788. Use of Revenues. The City cove-
nants and agrees that, to long as any of the Sonds
secured hereby shall be outstanding, none of the Rove -
hues will be used for any purpose other than as 'provided
in this Ordinance, and that no contract or contracts
will be entered into or any action taken by which the
rights of holders of the Bonds flight be impaired or
diminished,
Section 709. Records, Accounts and Audits. The
City covenants that it will keep the funds, accounts,
moneys and investments relating to the Project separate
from all other funds, accounts, moneys and investments of
the City or any of its departments, and that It will keep
accurate records and accounts of all items of costs and
of all expenditures relating to the project and of the
Revenues collected and the application of such Revenues.
Such records and accounts shall be open to the inspection
of all interested persons.
The City further covenants that at least quarterly
during each Fiscal Year beginning with the first full
Fiscal Year following the date of delivery of Bonds
pursuant to Section 207 of this Ordinance it will cause
to be filed with the City Clerk and the Fiscal Agent
an unaudited interim report, signed by the City Manager,
setting forth in respect of the preceding three-month
period:
(a), a separate income and expense account for
the Project showing the Net Revenues and a calculation
showing whether the City is in compliance with Section
501 of this Ordinance,
(b) all deposits to the credit of and with-
drawals from each special Fund and Account created
under the provisions of this Ordinance,
(c) the details of all Bonds issued, paid,
purchased or redeemed,
(d) a balance sheet as of the end of such
three-month period, and
(e) the amounts on deposit at the end of
such three-month period in each bank or trust com-
pany and the security held therefor.
VIT-4
!/ 9 9 1
?4
The City further covohantt that within six months
after the close of each Fiscal year it will cause an audit
to be completed of its books and accounts pertaining to
the Project by the Accouhtant. Aeport8 of each such audit
shall be filed with the City Commissions the City Manager
and the Fiscal Agents and copies of such report shall be
mailed to any Bondholder who shall have filed his name and
address with the city Clerk for such purpose. Bach such
audit report shall set forth in respect of said Fiscal
Year the same matters as are hereinabove required for the
quarterly reports and shall include a comparison with the
Annual Budget for said Fiscal Year. The Accountants in
addition to such audit reports shall furnish a special re-
port stating that an examination of the financial statements
has been conducted in accordance with generally accepted
auditing standards and stating whether such financial
statements present fairly the financial position of the
Project and the results of their operations and changes in
itsfinancial position for the period covered by such audit
report in conformity with generally accepted accounting
principles applied on a consistent basis. Such special
report shall state (i) whether at year end any violation of
bond covenants existed and (ii) if at any time during the
Fiscal Year under audit an event of default (as defined in
Section 802(a) through (e) inclusive) occurred and if so,'
the nature of the default. Such special reports shall be
limited to financial matters described in the Ordinance.
In the event that for any reason beyond the control of the
City, it is unable to obtain the foregoing certificate as
to compliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of the Section, if, in lieu of the certificate
required above such certificate states the reasons for
such non-compliance or non -conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Project
to be made as required by law or by any applicable rules
or regulations of any governmental authority having jur-
isdiction in the premises. The cost of such audits shall
be treated as a part of the cost of operation.
For the purposes of this Ordinance each fund
created hereunder shall be a series of accounts within
the book of accounts of the City and shall connote a,'
VII-5
9291 41
segregation of accounts, which will support special pur-
ease disclosure reports, not to be construed as a separate
set of books of accounts,
Section 710. Snforeement,of Collections. The City
will diligently enforce and collect the rates, fees and
other charges for the services of the Project; will take
all steps, actions and proceedings for the enforcement and
collections of such rates, fees ,and charges as shall become
delinquent to the full extent permitted or authorized by
law; and will maintain accurate records with respect thereto.
All such rates, fees, charges and revenues herein pledged
shall, as collected be held in trust to be applied as
provided in this Ordinance and not otherwise.
Section 711. No Sale or Mortgage of Project. (a) The
City covenants that so long as any Bonds shall be outstanding
under the provisions of this Ordinance and except as in this
Ordinance otherwise permitted, it will not sell, lease or
otherwise dispose of or encumber the Project. The City may,
however, from time to time, sell any machinery, fixtures,
apparatus, tools, instruments, or other movable property
acquired by it in connection with the Project, or any
materials used in connection therewith, if the City shall
determine that such articles are no longer needed or are no
longer useful in.connection with the construction or opera-
tion and maintenance of the Project, and the proceeds
thereof shall be applied to the replacement of the proper-
ties so sold or disposed of or shall be deposited to the
credit of the Redemption Account or the General Reserve
Fund, at the option of the City.
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time sell,
trade or lease such other property forming part of the Pro-
ject as is not needed or serves no useful purpose in con-
nection with the maintenance and operation of the Project
and the proceeds of any such sale of property which is de-
clared by resolution of the City Commission to be unneces-
sary for the Project shall be deposited to the credit of
the Redemption Account or the General Reserve Fund, as may
be provided by such resolution. The City may.also lease
such portions of the Project as shall have been designed and
constructed to be leased without regard to the findings
mentioned in the preceding sentence. The property received
in exchange pursuant to any trade shall be deemed to be a
part of the Project. The rentals under any such lease shall
be deposited to the credit of the Revenue Fund.
VTI-6
(d) Notwithstanding the provisions of paragraph (a)
of this Section, the City may from time to time per-
manently abandon the use of, sell, trade Or lease any
property forming a part of the Project but only if
(1) there shall be filed with the City
Clerk and the Fiscal Agent prior to such abandonment,
sale or lease a certificate, signed by the City Manager
and approved by the Consulting Engineers, stating
(A) that the City it not then in
default in the performance of any of the
covenants, conditions, agreements or pro=
visions contained in this Ordinance, and
(B) that the Net Revenues for the
next preceding Fiscal Year, after giving
effect to such abandonmentp sale or lease
and any replacement are not less than one
hundred per centum (100%) of the maximum
aggregate Principal and Interest Require-
ments for any Fiscal Year thereafter, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Project under the provisions of paragraph (c)
of this Section shall either be deposited by the City to
the credit of the Redemption Account or the General Reserve
Fund, at the option of the City, or shall be applied to
the replacement of the property so sold, and any property
acquired as such replacement shall become a part of the
Project subject to the provisions of this Ordinance. The
rental---- under any such lease shall be deposited to the
credit of the Revenue Fund.
VII-7
9291 ,
ARTICLE VIII.
Remedies.
Section 801, Extension of Interes,tPaym_en.t. In
case the time for the payment of any coupon or the in-
terest of any Bond registered as to both principal and
interest shall be extended, whether or not such exteni
Sion be by or with the consent of the City, such coupon
or such interest so extended shall not be entitled in
case of default hereunder to the benefit or security
of this Ordinance except subject to the prior payment
in full of the principal of all Bonds then outstanding
and of all coupons and interest the time for the payment
of which shall not have been extended.
Section 802. Events of Default. Each of the
following events is hereby declared an "event of de-
fault", that is to say: If
(a) payment of the principal and of the
redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Amortization Requirement shall not be made, if.
required herein; or
(d) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(e) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Projects
and any such judgment shall not be discharged within
sixty (60) days from the entry thereof or an appeal
shall not be taken therefrom or from the order, decree
or process upon which or pursuant to which such judg-
ment shall have been granted or entered, in such manner
as to stay the execution of or levy under such judg-
meat, order, decree or process or the enforcement
thereof; or
(f) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the
appointment of a receiver or trustee for itself or
for the whole or any part of the Project; or
(g) if the City is adjudged insolvent by a
court of competent jurisdiction, or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City, or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(h) if the City shall file a petition or
answer seeking reorganization or any arrangement
under the Federal bankruptcy laws or any other
applicable law or statute of the United States of
America or any state thereof; or
(i) if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or
control of the City or of the whole or.any substan-
tial part of its property, and such custody or
control shall not be terminated within ninety (90)
days from the date of assumption of such custody or
control; or
(j) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this Ordinance on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall
have been given to the City, which notice the Fiscal
VIII-2
Agent may give to the City and upon the written re-
quest of not less than twenty-five per centum (25%) in
aggregate principal amount of the Bonds then outstand-
ing shall give to the City.
Section 805. Acceleration. of Maturities, Upon the
happening and continuance of any event of default speci-
fied in clauses (a) through (j) of Section 802 of this
Article, then and in every such case the Fiscal. Agent may
and upon the written request of the holders of not less
than twentyy-five per centum (25%) in aggregate principal
amount of the Bonds then outstanding shall, by a notice in
writing to the City, declare the principal of all of the
Bonds then outstanding (if not then due and payable) to be
due and payable immediately, and upon such declaration the
same shall become and be immediately due and payable, any-
thing contained in the Bonds or in this Ordinance to the
contrary notwithstanding; provided that if at any time after
the principal of the Bonds shall have been so declared to be
due and payable, and before the entry of final judgment or
decree in any suit, action or proceeding instituted on
account of such default, or before the completion of the
enforcement of any other remedy under this Ordinance,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any Bonds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited
with the Paying Agents, and every other default in the
observance or performance of any covenant, condition,
agreement or provision contained in the Bonds or in this
Ordinance (other than a default in the payment of the
principal of such Bonds then due only because of a dec-
laration under this Section) shall have been remedied,
then and in every such case the Fiscal Agent may and
upon the written request of the holders of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its.conse
quences, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right
consequent thereon.
VIII-3
�" 9 2 9 1
Section 804. Enforcement. of ,Remedies, Upon the
happening and continuance of any event of default speci-
fied in Section 802 of this Article, them and in every
such case the Fiscal Agent may and upon the written request
of the holders of not less than twenty-five per centum
(25%) in aggregate principal amount of the Bonds then
outstanding hereunder shall proceed to protect and enforce
the rights of the Bondholders under Florida law, or under
this Ordinance by such suits, actions or special pro-
ceedings in equity or at law, either for the specific
performance of any covenant or agreement contained herein
or in aid or execution of any power herein granted or for
the enforcement of any proper legal or equitable remedy,
as such Fiscal Agent shall deem most effectual to protect
and enforce such rights. ,
Section 805. Pro Rata Application of Funds. Any-
thing in this Ordinance to the contrary notwithstand-
ing, if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds as the same become due and payable
(either by their terms or by acceleration of maturities
under the provisions of Section 803 of this Article),
such moneys, together with any moneys then available or
thereafter becoming available for such purpose, whether
through the exercise of the remedies provided for in
this Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
first: to the payment of the persons
entitled thereto of all installments of in-
terest then due and payable on the Bonds,
in the order in which such installments
become due and payable, and, if the amount
available shall not be sufficient to pay in
full, any particular installment, then to
— the payment ratably, according to the amounts
due on such installment, to the persons en-
titled thereto, without any discrimination
or preference except as to any difference
in the respective rates of interest speci-
fied in the Bonds;
VIII-4
t
second: to the payment of the persons
entitled thereto of the unpaid principal of
any of the Bonds which shall have become due
(other than Bonds called for redemption for -_
the payment of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion), in the order of their due dates, with
interest upon such Bonds at the respective
rates specified therein from the respective
dates upon which they became due, and, if
the amount available shall not be sufficient
to pay in full the principal of Bonds due on
any particular date, together with such
interest, then to the payment first of such
interest, ratably according to the amount of
such interest due on such date, and then to
the payment of such principal, ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and —
third: to the payment of the interest
on and the.principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Ordin-
ance.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, accord-
ing to the amounts due respectively for principal'
and interest, to the persons entitled thereto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
VIII-5
(c) if the principal of all the Bonds shall
have been declared due and payable and if such
declaration shall thereafter have been rescinded
and annulled under the provisions of Section 803
of this Article] then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
maining in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys are to be applied by the Fiscal Agent
pursuant to the provisions of this Section, such moneys
shall be applied by the Fiscal Agent at such times, and
from time to time, as the Fiscal Agent in its sole discre-
tion shall determine, having due regard to the amount of
such moneys available for application and the likelihood
of additional moneys becoming available for such application
in the future; the deposit of such moneys with the Paying
Agents, or otherwise setting aside such moneys, in trust
for the proper purpose, shall constitute proper application
by the Fiscal Agent; and the Fiscal Agent shall incur no
liability whatsoever to any Bondholder or to any other
person for any delay in applying any such 'funds, so long as
the Fiscal Agent acts with reasonable diligence, having due
regard to the circumstances, and ultimately applies the same
in accordance with such provisions of this Ordinance as may
be applicable at the time of application. Whenever the
Fiscal Agent shall exercise such discretion in applying
such funds, it shall fix the date upon which such applica-
tion is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease
to accrue. The Fiscal Agent shall give such notice as it
may deem appropriate of the fixing of any such date, and
shall not be required to make payment to the holder of any
unpaid coupon or any Bond until such coupon or such Bond
and all unmatured coupons, if any, appertaining to such Bond
shall be surrendered to it for appropriate endorsement.
Section 806. Effect of Discontinuance of Pro-
ceedings. In case any proceeding taken by the Fiscal
Agent on account of any default shall have been dis-
continued or abandoned for any reason, then and in
VIII-6
V i) 2 9 1
M
every such case the City and the Fiscal Agent shall be
restored to their former positions and rights hereunder,
respectively, and all rights and remedies of the Fiscal
Agent and the Bondholders shall continue as though no
such proceeding had been taken.
Section 807, Restriction on Individual Bondholder
Actions. No holder of any of the Bonds hereby secured
shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Ordinance, or to enforce any right here-
under except in the manner herein provided, and all such
proceedings at laic or in equity shall be instituted, had
and maintained for the benefit of all holders of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy
herein conferred upon the Fiscal Agent on behalf of the
Bondholders is intended to be exclusive of any other remedy
or remedies herein provided, and each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder.
Section 809. Delay Not a Waiver. No delay or omis-
sion of the Fiscal Agent to exercise any right or power
accruing upon any default shall,impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Article to the Fiscal Agent on behalf
of the Bondholders may be exercised from time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Bondholder to enforce the payment of the principal
of and interest on this Bond, or the obligation of the City
to pay,the principal of and interest on each Bond to the
holder thereof at the time and place in said Bond and the
appurtenant coupons, if any, expressed.
VIII-7
ARTICL8 Ix
8xecution of Instruments by Bondholders
and Proof of Ownership of Bonds,
Bection 901i Execution of Instruments_ by, Spgo_�_
holders and Proof of Ownership of Bonds. Any request,
direction, consent or other instrument in writing re-
quired or permitted by this Ordinance to be signed or
executed by Bondholders may be in any number of con-
current instruments of similar tenor and may be signed
or executed by such Bondholders or their attorneys or
—
legal representatives. Proof of the execution of any
such instrument and of the ownership of Bonds shall
-_
be sufficient for any purpose of this Ordinance and
shall be conclusive in favor of the City with regard
to any action taken by it under such instrument if
—
made in the following manner: ,
(a) The fact and date of the execution by
any person of any such instrument may be proved =
by the verification of any officer in any Juris-
diction who, by the laws thereof, has power to
take affidavits within such jurisdiction, to the
effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof.
(b) The fact of the holding of coupon Bonds
hereunder by any Bondholder and the amount and
the numbers of such Bonds and the date of his
holding the same may be proved by the affidavit
of the person claiming to be such holder, if such
affidavit shall be deemed by the Fiscal Agent
to be satisfactory, or by a certificate executed
by any trust company, bank, banker or any other
depositary, wherever situated, i,f such certifi-
cate shall be deemed by the Fiscal Agent to
be satisfactory, showing that at the date therein
mentioned such person had on deposit with or ex-
hibited to such trust company, bank, banker or
IX- 1
r
9
29 l
other depositary the Bonds described in such cer-
tificate. The Fiscal Agent may conclusively
assume that such ownership continues until written
notice to the contrary is served upon it. The
ownership of registered Bonds without coupons
shall be proved by the registration books kept
under the provisions of Section 204 of this Ordin-
ance.
But nothing contained in this Article shall be
construed as limiting
mitinq the Fiscal Agent to such proof, it
being intended that the Fiscal Agent may accept any other
evidence of the matters herein stated which it may deem
sufficient. Any request or consent of the holder of any
Bond shall bind every future holder of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the Fiscal Agent shall not be required
to recognize any person as a holder of any Bond or coupon
or to take any action at his request unless such Bond or
coupon shall be deposited with him.
IX-2
9P 92.9.1
5
AATICL8 X.
Supplemental ordinances.
Section 1001. Supplemental. ordinance „without
Bondholders' Consent. The City Commission, from time to
time and at any time may adopt such ordinances supple-
mental hereto as shall not be inconsistent with the
terms and provisions hereof (which supplemental ordin�
ance shall thereafter form a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this Ordinance or in any supplemental ordin-
ance, or
(b) to grant to or confer upon the Bondholders
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or con-
ferred upon the Bondholders, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Ordinance other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Ordinance other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City.
At least thirty (30) days prior to the adoption
of any supplemental ordinance for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental resolution
to be published once in each week for two (2) successive
weeks in a Daily Newspaper of general circulation or a.
financial journal published in the Borough of Manhattan,
City and State of New York, and on or before the date
of the first publication of such notice, he shall also
cause a similar notice to be mailed, postage prepaid,
to all registered owners of Bonds at their addresses as
they appear on the registration books and all other
Bondholders who shall have filed their names and addresses
X-1
with the City Clerk for such purpose. Such notice shall
briefly set forth the nature of the proposed supplemental
ordinance and shall state that copies thereof are on
file at the office of the City Clerk for inspection by
all Bondholders. A failure on the part of the City
Clerk to hail the notice required by this Section shall
not affect the validity of such supplemental ordinance.
Section 1002. Supplemental Ordinance With Bond-
holder Consent. Subject to the terms and provisions
contained in this Section, and not otherwise, the holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding shall have the right,
from time to time, anything contained in this Ordinance
to the contrary notwithstanding, to consent to and approve
the adoption of such ordinance or ordinances supplemental
hereto as shall be deemed necessary or desirable by the
City for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the
terms or provisions contained in this Ordinance or in any
supplemental ordinance; provided, however, that nothing
herein contained shall permit, or be construed as permit-
ting, (a) an extension of the maturity of the principal of
or the interest on any Bond issued hereunder, or (b) a
reduction in the principal amount of any Bond or the re-
demption premium or the rate of interest thereon, or (c) the
creation of a lien upon or a pledge of Revenues or Desig-
nated Revenues other than the lien and pledge created by
this Ordinance, or (d) a preference or priority of any Bond
or Bonds over any other Bond or Bonds, or (e) a reduction in
the aggregate principal amount of the Bonds required for
consent to such supplemental ordinance. Nothing herein
contained, however, shall be construed as making necessary
the approval by Bondholders of the adoption of any supple-
mental ordinance as authorized in Section 1001 of this
Article.
If at any time the City shall determine that it is
necessary or desirable to adopt any supplemental ordin-
ance for any of the purposes of this Section, the City
Clerk shall cause notice of the proposed adoption of such
supplemental ordinance to be published once in each week
for two (2) successive weeks in a Daily Newspaper of
general circulation in the City, and in a Daily Newspaper
of general circulation or a financial journal published
in the Borough of Manhattan, City and State of New York,
and, on or before the date of the first publication of
X-2
9291 ,
such notice, it shall also cause a similar notice to be
mailed, postage prepaid, to all registered owners of Bonds
at theft' addresses as they appear on the registration
books and all other Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose,
Such notice shall briefly set forth the nature of the
Proposed supplemental ordinance and shall state that
copies thereof are on file at the office of the City Clerk
for inspection by all Bondholders. The City shall nott
however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by
this Section to be mailed and any such failure shall not
affect the validity of such supplemental ordinance when
consented to and approved as provided in this Section.
Whenever, at the time within one year after the date
of the first publication of such notice, the City shall
deliver to the Fiscal Agent an instrument or instru-
ments in writing purporting to be executed bythe holders
of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed supplemental
ordinance described in such notice and shall specifically
consent to and approve the adoption thereof in substan-
tially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the City Clerk may
adopt such supplemental ordinance in substantially such
form, without liability or responsibility to any holder
of any Bond, whether or not such holder shall have con-
sented thereto.
If the holders of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds outstanding at
the time of the adoption of such supplemental ordinance
shall have consented to and approved the adoption thereof
as herein provided, no holder of any Bond shall have any
right to object to the adoption of such supplemental
ordinance, or to object to any of the terms and provi-
sions contained therein or the operation thereof, or in
any manner to question the propriety of the adoption
thereof, or to enjoin or restrain the City Commission
from adopting the same or from taking any action pursuant
to the provisions thereof.
Upon the adoption of any supplemental ordinance
pursuant to the provisions of this Section, this Ordin-
ance shall be and be deemed to be modified and amended in
x-3
jo 9 2 9 1
accordance therewithp and the respective rights, duties
and obligations under this Ordinance of the City and all
holders of "Bonds then outstanding shall thereafter be
determined# exercised and enforced in all respects under
the provisions of this ordinance as so modified and
amended.
Section 1003. Suppleinent,al _Ordinances Part of Orditi-
ance. Any supplemental ordinance adopted in accordance with
the provisions of this Article and approved as to legality
by the City Attorney shall thereafter form a part of this
Ordinance, and all of the terms and conditions contained in
any such supplemental ordinance as to any provision author-
ized to be contained therein shall be and shall be deemed to
be part of the terms and conditions of this Ordinance for
any and all purposes. In case of the adoption and approval
of any supplemental ordinance, express reference may be
made thereof in the text of any Bonds issued thereafter, if
deemed necessary or desirable by the City.
x-4
jo 9291
ARTICLE XI.
befeasance.
Section 1101. Cessation of Interest of Bondholders.
If, when the Bonds secured hereby shall have become due
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to an appro-
priate fiduciary institution acting as escrow agent, the
whole amount of the principal and the interest and pre-
mium, if any, so due and payable upon all of the Bonds
and coupons then outstanding shall be paid or sufficient
moneys, or Government Obligations, not callable at the
option of the obligor, either the principal of and the
interest on which when due or the principal of which when
due will provide sufficient moneys, shall be held by such
escrow agent for such purpose under the provisions of this
Ordinance, and provision shall also be made for paying all
other sums payable hereunder by the City, then and in that
case the right, title and interest of the holders of the
Bonds secured hereby in the Revenues, Designated Revenues,
Funds and Accounts mentioned in this Ordinance shall there-
upon cease, determine and become void, and the City Commis-
sion in such case, shall repeal and cancel this Ordinance
and may apply any surplus in any account in the Sinking Fund
and all balances remaining in any other Funds or Accounts
other than moneys held for the redemption or payment of
Bonds or coupons to any lawful purpose of the City as the
City Commission shall determine; otherwise this Ordinance
shall be, continue and remain in full force and effect;
provided, however, that in the event Government Obligations
shall be deposited with and held by such escrow agent as
hereinabove provided, and in addition to the requirements
set forth in Article III of this Ordinance, the Fiscal
Agent shall within thirty (30) days after such Government
Obligations shall have been deposited with such escrow agent.
cause a notice signed by the Fiscal Agent to be published'
once in a Daily Newspaper of general circulation in the City
and in a Daily Newspaper of general circulation or a finan-
cial journal published in the Borough of Manhattan, City and
XI-1
r,
State Of New York, setting forth (a) the date designated
for the redemption of the 8ond8p (b) a de8criptidn of the
Government Obligations go held by such escrow agent, and
(c) that this Ordinance has been repealed and cancelled
in accordance with the provisions of this Section.
All moneys and obligations held by an escrow agent
pursuant to this Section shall be held in trust and the
principal and interest of said obligations when received,
and said moneys, applied to the payment, when due# of the
principal and interest and the premium, if any, of the
Bonds so called for redemption or to be paid,
XI-2
ARTt= ?ill,
Concerning the Fiscal Agent,
Section 1201, Aopoi_ntment.of.Fiscai_,_Agent,
Prior to the issuance of any Bonds under the provisions
of this Ordinance the City Commission shall adopt a reso-
lution appointing as Fiscal Agent a bank or trust corns
pang authorized by law to exercise corporate trust powers
and subject to examination by Federal or state authority, of
good standing, and having a combined capital and surplus
aggregating not less than Five Million Dollars ($5,000,000)4
Section 1202, No Obligation to Institute or
befend Suit Without Indemnification, The Fiscal
Agent shall be under no obligation to institute any
suit, or to take any remedial proceeding under this
Ordinance, or to enter any appearance or in any way
defend in any suit in which it may be made defendant,
or to take any steps in the execution of the obliga-
tions hereby created or in the enforcement of any
rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all
costs and expenses, outlays and counsel fees and
other reasonable disbursements, and against all
liability; the Fiscal Agent may, nevertheless, begin
suit, or appear in and defend suit, or do anything
else in its judgment proper to be done by it as such
Fiscal Agent, without indemnity, and in such case the
City shall reimburse the Fiscal Agent from the Revenues
for all costs and expenses, outlays and counsel fees
and other reasonable disbursements properly incurred
in connection therewith.
Section 1203. No Liability For Failure To Make
Collections or Deposits. The Fiscal Agent shall not
be liable or responsible because of the failure of
the City or of any of its agents or employees to
make any collections or deposits or to perform any
act herein required of them or because of the loss of
any moneys arising through the insolvency or the act
or default or omission of any other Depositary in
which such moneys shall have been deposited under the
provisions of this Ordinance. The immunities
and exemptions from liability of the Fiscal Agent
hereunder shall extend to its directors, officers,
employees and agents.
XII-1
►. 9 2 9 1 �9
x
Section 1204, Fees &nd_,-Fxpens.es. Subject to
the provisions of any contract between the City and
the Fiscal Agentp the City shall pay to the Fiscal
Agents from the Revenue Fund, reasonable compensation
for all services performed by it hereunder and also
all its reasonable expenses, charges and other dis-
bursements and those of its attorneys, agents and
employees incurred in and about the administration
and execution of the trusts hereby created and the
performance of its powers and duties hereunder, and,
from such Fund only, shall indemnify and save the
Fiscal Agent harmless against any liabilities which
it may incur in the exercise and performance of its
powers and duties hereunder. Any payment by the
City to the Fiscal Agent for compensation or ex-
pense of the Fiscal Agent or its attorneys shall be
treated as a Current Expense.
Section 1205. Reliance on Certificates or
Reports. In case at any time it shall be necessary
or desirable for the Fiscal Agent to make any investiga-
tion respecting any fact preparatory to taking or not
taking any action or doing or not doing anything as
such Fiscal Agent, and in any case in which this
Ordinance provides for permitting or taking any
action, the Fiscal Agent may rely upon any certificate
or report required or permitted to be filed with it
under the provisions of this Resolution, and any such
certificate or report shall be evidence of such fact
to protect the Fiscal Agent in any action that it may
or may not take or in respect of anything it may or
may not do by reason of the supposed existence of
such fact. Except as otherwise provided in this
Ordinance, any request, notice or other instrument
from the City or from the City Commission to the Fiscal
Agent shall be deemed to have been signed by the
proper party or parties if signed by the City Mana-
ger. Except as herein otherwise provided, the
Fiscal Agent may accept a certificate signed by the
City Clerk as to any action taken by the City Commis-
sion.
Section 1206. Right To Deal In Bonds. The bank
or trust company acting as Fiscal Agent under this
Ordinance, and its directors, officers, employees or
agents, may in good faith buy, sell, own, hold and
deal in any of the Bonds or coupons issued under the
XII-2
9291 ')A
provisions of this ordinance, and may join in any
action which any Sondholder may be entitled to take
with like effect as if such bank or trust company
were not the Fiscal Agent under this Ordinance,
Section 1207, City's Representations;_No,
Rep_re$enta.tions,_of 5iseal,_Agent, I The recitals,
statements and representations contained herein and
in the Bonds shall be taken and construed as made by
and on the part of the City and not by the Fiscal
Agents and the Fiscal Agent assumes and shall be
under no responsibility for the correctness of the
same. The Fiscal Agent shall have no responsibility
in respect of the validity or sufficiency of this
Ordinance or the due adoption thereof, or in respect
of the validity of the Bonds or of the coupons or the
due execution thereof.
Section 1208. No Liability of Fiscal Agent.
The Fiscal Agent shall be protected and shall incur
no liability in acting or proceeding, or in not
acting or not proceeding, in good faith, reasonably
and in accordance with the terms of this Ordinance,
upon any resolution, order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition,
bond or other paper or document which it shall in good
faith reasonably believe to be genuine and to have been
adopted or signed by the proper board or person or to
have been prepared and furnished pursuant to any of
the provisions of this Ordinance, or upon the written
opinion of any attorney, engineer or accountant
believed by the Fiscal Agent to be qualified in rela-
tion to the subject matter. The Fiscal Agent shall
not be bound to recognize any person as a holder
of any Bond or coupon or to take any action at his
request unless such Bond or coupon shall be deposited
with the Fiscal Agent.
Section 1209. Resignation of Fiscal Agent. The
Fiscal Agent may resign and thereby become discharged
from the obligations hereby created, by notice in writ-
ing to be given to the City and published once in a
Daily Newspaper of general circulation in the City, and
in a financial journal or Daily Newspaper of general
circulation published in the Borough of Manhattan,
City and State of New York, not less than sixty (60)
days before such resignation is to take effect, but
xzz-3
such resignation shall take effect immediately upon
the appointment of a new Piscal Agent 'hereunder, if
such new Fiscal Agent shall be appointed before the
time limited by such notice and shall then accept
the trusts hereof.
Section 1210. Removal ..of .._Fiscal ....Ag nr t. The
Fiscal Agent may be removed at any time by an instru—
ment or concurrent instruments in writing, signed by
the holders of not less than a majority in principal
amount of the Bonds issued pursuant to this Resolution
and then outstanding and filed with the City. A
photostatic copy of each such instrument shall be
promptly delivered by the City to the Fiscal Agent.
Section 1211. Vacancy of Office of Fiscal Agent.
If at any time hereafter the Fiscal Agent shall resign,
be removed, be dissolved, or otherwise become incapable
of acting, or if the bank or trust company acting as
Fiscal Agent shall be taken over by any governmental
official, agency, department or board, the position of
Fiscal Agent shall thereupon become vacant. If the
position of Fiscal Agent shall become vacant for any of
the foregoing reasons or for any other reason, the City
Commission may appoint a Fiscal Agent to fill such va-
cancy. The City Commission shall publish notice of any
such appointment by it made once in each week for two (2)
successive weeks in a Daily Newspaper of general circu-
lation in the City and in a financial journal or Daily
Newspaper of general circulation published in the Borough
of Manhattan, City and State of New York.
At any time within one (1) year after any such
vacancy shall have.occurred, the holders of a majority
in principal amount of the Bonds issued pursuant to
this Ordinance and then outstanding, by an instrument
or concurrent instruments in writing, signed by such
Bondholders or their attorneys in fact thereunto duly t
authorized and filed with the City, may appoint a
successor Fiscal Agent, which shall supersede any Fiscal
Agent theretofore appointed by the City Commission.
Photostatic copies of each such instrument shall be
delivered promptly by the City to the predecessor
Fiscal Agent and to the Fiscal Agent so appointed by
the Bondholders.
XII-4
Ire 9 9 -
If no appointment of a successor Fiscal Agent
shall be Made pursuant to the foregoing provisions of
this Section, the holder of any Bond outstanding
hereunder or any retiring Fiscal Agent may apply to
any court of competent jurisdiction to appoint a
successor Fiscal Agent. Such court may thereupon,
after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Fiscal
Agent.
Any Fiscal Agent thereafter appointed shall be a
bank or trust company having the qualifications
prescribed for the Fiscal Agent by Section 1201 of
this Article.
Section 1212. Successor Fiscal Agent. Every successor
Fiscal Agent appointed hereunder shall have a combined
capital and surplus aggregating not less than Five Million
Dollars ($5,000,000) and shall execute, acknowledge and
deliver to its predecessor, and also to the City, an in-
strument in writing accepting such appointment hereunder,
and thereupon such successor Fiscal Agent, without any
further act, shall become fully vested with all the rights,
immunities, powers and trusts, and subject to all the
duties and obligations of its predecessor; but such pre-
decessor shall, nevertheless, on the written request of the
City or of its successor, and upon payment of the expenses, '
charges and other disbursements of such predecessor which
are payable pursuant to the provisions of Section 1204 of
this Article, execute and deliver an instrument transferring
to such successor Fiscal Agent all the rights, immunities,
powers and trusts of such predecessor hereunder; and
every predecessor Fiscal Agent shall deliver all property
and moneys held by it hereunder to its successor. Should
any instrument in writing from the City be required by any
successor Fiscal Agent for more fully and certainly vesting
in such Fiscal Agent the rights, immunities, powers and
trusts hereby vested or intended to be vested in the pre-
decessor Fiscal Agent, any such instrument in writing shall
and will, on request, be executed, acknowledged and delivered
by the City.
Notwithstanding any of the foregoing provisions
of this Article, any bank or trust company having
power to perform the duties and execute the trusts of
_
this Ordinance and otherwise qualified to act as
XII-5
929
Fiscal Agent hereunder with or into which the bank or =
trust company acting as Fiscal Agent may be merged or
consolidated, or to which the assets and business of
such bank or trust company may be soldr shall be
deemed the successor of the Fiscal Agent.
Section 1213, Access to. Project, The City coven-
ants that the Fiscal Agent or any successor Fiscal Agent —
shall at all times have free access to all properties
included in the Project and every part thereof for the
purposes of inspection and examination, and that its books,
records and accounts may be examined by the Fiscal Agent
at all reasonable times.
W
AATIC t XIII.
Miscellaneous Provisions,
Section 1301. Effect of Covenants. All cove-
nants, stipulations, obligations and agreements of the
City contained in this Ordinance shall be deemed to
be covenants; stipulations, obligations and agreements
of the City and of the City Commission and of each depart-
ment and agency of the City to the full extent authorized
or permitted by law, and all such covenantsr stipula-
tions, obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
law.
Except as otherwise provided in this Ordinance,
all rights, powers and privileges conferred and duties
- and liabilities imposed upon the City or upon the
City Commission by the provisions of this Ordinance shall
be exercised or performed by the City Commission, or by
=
such other officers, board, body or commission as may
be required by law to exercise such powers or to per-
form such duties.
No covenant, stipulation, obligation or agree-
ment herein contained shall be deemed to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Commission in his indivi-
dual capacity, and neither the members of the City Com-
mission nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any per-
_
sonal liability or accountability by reason of the issu-
ance thereof.
Section 1302. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Ordinance to be given
to or filed with the City or the City Commission shall be
deemed to have been sufficiently given or filed for ail
purposes of this Ordinance if and when sent by certi-
fied mail, return receipt requested:
XIII-1
v
fY
9 2 91
,.
-
04.
to the Cityt if addressed to the City Manager of
the City of Miami, Florida, City Hall, Miami,
Florida;
All documents received by the City Manager and City
Commission under the provisions of this Ordinance shall be
retained in their possession, subject at all reasonable
tunes to the inspection of the City, any Bondholder, and
the agents and representatives thereof.
Section 1303. Successorship of Paying Agents. Any
bank or trust company with or into which a Paying Agent
may be merged or consolidated, or to which the assets and
business of such Paying Agent may be sold, shall be deemed
the successor of such Paying Agent for the purposes of
this Ordinance. If the position of a Paying Agent shall
become vacant for any reason, the City Commission shall,
within thirty (30) days thereafter, appoint a bank or trust
company located in the same City, as Paying Agent to fill
such vacancy.
Section 1304. Successorship of City Officers. In
the event that the offices of Mayor, City Manager, Director
of Finance, City Clerk or City Attorney shall be abolished
or any two or more of such offices shall be merged or
consolidated, or in the event of a vacancy in any such
office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason
of sickness, absence from the City or otherwise, all powers
conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the
principal functions thereof or by the officer upon whom
such powers, obligations and duties shall be imposed by
law.
Section 1305. Substitute Publication. If, because
of the temporary or permanent suspension of publication
of any Daily Newspaper or financial journal or for any
other reason, the City Manager shall be unable to publish
in a Daily Newspaper or financial journal any notice re-
quired to be published by any provision of this Resolution,
the City shall give such notice in such other manner as in
its judgment shall most effectively approximate such publica-
tion, and the giving of such notice in such manner shall for
all purposes of this Ordinance be deemed to be in compliance
with the requirement for the publication thereof.
XIII-2
Section 1306, Inconsistent Ordinances, All ordih-
antes and parts thereof which are inconsistent with any
of the provisions of this ordinance are hereby declared
to be inapplicable to the provisions of this ordinance.
Section 1307, Further Acts. The officers and
agents of the City are hereby authorized and directed to
do all the acts and things required of them by the Bonds
and this Ordinance, for the full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Ordinance.
Section 1308. Headings Not Part of Ordinance.
Any headings preceding the teats of the several Articles
and Sections hereof and any table of contents, marginal
notes or footnotes appended to copies hereof shall be
solely for convenience of reference, and shall not con-
stitute a part of this Ordinance, nor shall they affect
its meaning, construction or effect.
Section 1309. Citv and Bondholders Alone Have
Rights under Ordinance. Except as herein otherwise
expressly provided, nothing in this Ordinance, expressed
or implied, is intended or shall be construed to confer
upon any person, firm or corporation, other than the City
and the holders of the Bonds issued under and secured by
this Ordinance, any right, remedy or claim, legal or
equitable, under or by reason of the Ordinance or any
provision hereof, this Ordinance and all its provisions
being intended to be and being for the sole and exclusive
benefit of the City and the holders from time to time of
the Bonds issued hereunder.
Section 1310. Validation of Bonds. The proper
officers of the City shall bring proper proceedings for
the validation of the Bonds.
Section 1311. Effect of Partial Invalidity. In
case any one or more`of the provisions of this Ordinance
or of any Bonds or coupons issued hereunder shall for any
reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this
Ordinance or of the Bonds or coupons, but this Ordinance
and the Bonds and coupons shall be construed and enforced
as if such illegal or invalid provision had not been
contained therein. The Bonds are issued and this ordin-
ance is adopted with the intent that the laws of the
State of Florida shall govern their construction.
XIII-3
WK7
Section 1312. Ordinance Effective. This Ordinance
is hereby declared to be an emergency measure on the ground
of urgent public need for the preservation of peace, health,
safety or property and this Ordinance, upon being passed by
A vote of not less than fout-fifths (4/5thg) of the members
of the commission of the City, shall go into effect immedi-
ately upon its passage.
Section 1313. Two Readings Dispensed With. The re-
quiremont, of reading this Ordinance on two (2) separate days,
is hereby dispensed with by vote of not less than four -fifths
(4/5ths) of the members of the Commission of the City.
PASSED AND ADOPTED this 9th day of July
1981
(Official Seal) MAURICE A. FERRE
MAYOR
ATTEST:
RALPH G. ONGI�
CITY CLERK
PREPARED AND APPROVED BY:
lk
Assistant City 7Attot ney
APPROVED AS TO FO
GEOIR F. KNOX,
CUY ATTORNEY
D CORRECTNESS:
MIAMI REVIEW
AND DAILY RECORD
Published Dally except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
9016ra the uRdersighed authority personally appeared
Satsh VAIllsma, who on oath says that she IS ihb Director,
Legal Advertising of the Miami Review and Daily Record, a
daily (bxcapt Saturday, Sunday and Legal Holidays) newspapet,
published at Miami In Dade County, Florida; that that the
attached copy of advbHisement, being a Legal Advelilsefrrettt
of Notice to the matter of
CITY OF MIAMI
Ret Ordinance 9291
In the ....... • ... X.. X.. X .............. • Court,
was published in said newspaper in the Issues of
July 14, 1981
Alfiant further says that the said Miami Review and Daily
Record is a newspaper published at Miami in said Dade County,
Florida, and that the said newspaper has heretofore been
continuously published In said Dade Couni , Florida, each day
(except Saturday, Sunday and Legal Holidyayysl and has been
entered as second class mail matter at the post office in
Miami In said Dade County, Florida, for a period of one year
next preceding the first publication of the attached copy of
adverts��ee—It I; and affiant further says that she has neither
paid nbr prdmised any person, firm or corporation any discount,
rebat commission or refund_Io� the purpose of securing this
adver sement for public (jpnJltfte said newspaper.
1 Sworn to and'sbb&&A d before me this
1.4 . day of .. JUT . = A. . 11981 ..
��cte �a V. Ferbeyr�G/
V Notary. Public;•Sta� of Florida'at Large
(SEAL)
My Commission expires June Ak 1982.
MR 114
iSm %jift itAiUAli.:_
I!AH e6U1RTY1 MAMA
Ali ihtbraMed petsotis skill t6ke hbtibe that on the 8th day if July,.
1981, the City CbMthISS10h of Miami, Florida, adopted thb 10Ildw1ho
titled ordinahceS.
ORDINANCE No. 92811 .
Ala ORDINANCE AMENDING SECTION i, OF ORDINANCE NO.
94,99• ADOPTED. NOVEMBER 6, 1980,, THE CAPITAL IMPROVE,',
MENt APPROPRIATIONS ORDINANCE FOR FISCAL YEAR END',
ING SEPTEMBER 30, 1981, AS AMENDED, , BY INCREASING I
THE APPROPRIATION IN THE ENTERPRISE FUNDS, ORANGE
BOWL STADIUM TWO PERCENT (2%) RESORT TAX _BY. AN
AMOUNT OF $115,000 TO, INSTALL SECURITY FENDING AND
GATES 1N THE ORANGE BOWL PARKING LOTS AND ABOUND'
THE: PERIMETER OF THE ORANGE BOWL PRIOR TO THE 1081
FOOTBALL SEASON;. CONTAINING A REPEALER PROVISION
AND A SEVERABILITY CLAUSE.
ORDINANCE NO.9288
AN ORDINANCE AMENDING SECTION OF ORDINANCE NO,.
8719 ADOPTED OCTOBER 26, .1977, THE SUMMARY GRANT
APPROPRIATIONS PAWNANCE; AS"AMENDED,BY
ESTABLISHING A NEW TRUST AND AGENCY FUND ENTITLED:
"1981 YOUTH CONSERVATION CORPS PROGRAM,",AND AP•.
PAOPRIATING FUNDS FOWTHE PURPOSE OF SAME IN THE
AMOUNT OF $29,665;.CONTAINING A REPEALER PROVISION
AND A SEVERABILITY CLAUSE.
ORDINANCE N0.9289
'AN ORDINANCE AMENDING SECTION 1 OF ORDINANCE NO,
8835, ADOPTED JULY 27,1978, WHICH ESTABLISHED A TRUST
AND AGENCY FUND ENTITLED: "POLICE SECOND DOLLAR
TRAINING'; BY INCREASING THE APPROPRIATION FOR SAID
FUND IN THE AMOUNT OF.$38,556, FROM REVENUE RECEIVED
FROM DADE COUNTY FOR FISCAL YEAR i979.8D PURSUANT
TO FLORIDA STATUTES, CHAPTER 943.25(5) FOR THE PURPOSE
OF PROVIDING LAW ENFORCEMENT TRAINING AND EDUCA-
TION, CONTAINING A REPEALER PROVISION' AND A SEVER -
ABILITY CLAUSE.
ORDINANCE NO, 9290
AN ORDINANCE AMENDING SECTION 1 OF ORDINANCE NO.
9179 ADOPTED OCTOBER 3, 1980, THE ANNUAL APPROPRIA-
TiONS ORDINANCE FOR THE FISCAL YEAR ENDING SEPTEM-
BER 30, 1981, AS AMENDED; BY INCREASING: THE APPRO-
PRIATION FOR THE GENERAL FUND, POLICE DEPARTMENT
IN THE AMOUNT OF $197,670 BY DECREASING THE APPRO-
PRIATION FOR THE GENERAL FUND, SPECIAL PROGRAMS
AND ACCOUNTS, PUBLIC SAFETY FUND, IN THE SAME AMOUNT;
FOR THE PURPOSE OF OVERHIRING 50 POLICE OFFICERS.
ORDINANCE NO 9291
AN ORDINANCE AUTHORIZING THE. ISSUANCE, OF NOT' EX..
CEEDING $12,000,000 PARKING' REVENUE BONDS (ADDITION-
-ALLY SECURED BY NON AD VALOREM' REVENUES):OF.THE'
CITY OF MIAMI, FLORIDA, FOR THE, PURPOSE OF PROVIDING
FUNDS FOR PAYING:THE`COST,OF, ACOUIRING�AND.
CONSTRUCTING AN•OFF-STREET1FiARKING',FACILiTY; PRO-',
VIDING FOR THE PAYMENT-OF,SUCH BONDS :AND.THE,IN
TEREST THEREON FROM THE,_NET.REVENUES OF THE OFF•
STREET PARKING FACILITY SO FINANCED AND CERTAIN DES-
IGNATED NON AD VALOREM REVENUE SOURCES OF THECITY;
DESCRIBING THE TERMS, SECURITY, AND OTHER.PROVIS,IONS
OF SUCH BONDS S&T.1NG'FORTH THE RIGHTS AND, REME-
DIES OF THE HOLDERS OF SUCH BONDS;!PROVIDING* SEV,
ERABILITY; DECLARING THE ORDINANCE AN EMERGENCY,
MEASURE; AND. DISPENSING. WITHa•THE'.READ_ iNG°OF"THE
ORDINANCE ON TWO SEPARATE DAYS:
ORDINANCE NO: 9292
l AN ORDINANCE AMENDING SECTIONS.31.1,-31-29, AND.31.37
(. OF CHAPTER 31, ENT.ITLED "LICENSES ,AND MISCELLANE;,
OUS BUSINESS,REGULATIONS',',,OF:.THE CODE QE,,TH,E;CITY.
OF MIAMI, FLORIDA (1980); AS AMENDED, BY CNANt3iNG.THE'.
TERM MASSAGE "SALON',!70 READ, MASSAIGE"PARLOR" INF::
SUBSECTION ds),(1) OF, SECTION 31 1. A►+lD <3Yi ADDING°A:NEW a
SUBPARAGRAPH (1) TO.SUi3SECTION (0).(1)9Fr,;6A1D,SECdtjON',<
31•1 TO PROVIDE :A: F
1'IQNS PARLORS'OR 'ANY'
APEI O'
;
SPECIFIED PHYSICAL'
t OF,.SERViQF$i SAID. E
STATE OF T
r11 101 A1f2 . n
14flW�r AV, fardlrt
(7) OF SUSSEOTION ;i137 9AXT
ptlnolon" FROM THE HEAPINQ QF I E '11 p1� ! (�_,�
ING.,'fHE'RER{QP OF1,IGEN1 EV A�' ', 1101tlx�sa�1 2,1 . ,
M.O�1TJ�.S .IAI<SI� T401 07"',a i( .fir: E�.l� �) a.,, �
&ItSPARAGRAPM:( l.OF tJsss r JpN? lit WhlJl'�t FOAL
WITH Si�SPEN aIO.N--OF CICf,.Nf MAND4 #BBUTUT - .
PAiiAiaf�Pk� .12) �EA�IAII"a. JN1TM.,�,RiS.,:F:.I�F"�f��..
rnr•exlrar.r UCAC1K1nr: ,&.nK1TAIWIKi1` A'PAFRFAivia RMV.IRI(�lNi> .
- "4f•R'��AI•.�.w!YR'*9eYf,43Fz1'!F-'�••t�rs..-v,cnsmr •e.�... �N0 QxI.S�P=.,-w�NMI#dAND A .6EVERAsf1CLAM, 3� REQIJIREMSNTOS NIN�i
SY A' VATS OF NOT LESS TI1(t*N QF a,' _ . TN iSl�l
I�F�?;Rt�PTd�i�lll�?tal; n= l ',N ;
L
- i F
/� pr7� r� r�1ryG /� r,'re� r�/� �,�7! /l�r� �q qry
AN.ROINANt�EfaM1;1EIS1rA#V0#S3i lfiIl�Ti*' P
-lion #Half wIdowl3 iaift 04
:�x�tnpliDn�:"�1b!_F:��1��0'�P;�'�1��]�(,AAIA►i�LHillAf.�,�'��z
M
<,,j y C7f NiiWi. t't.,OWOA
INTEROFFICE MEMORANDUM
Matty tirai July 23, 1081
DA-puty City Clerk
Revenue Bond Ordinance
No: 9291
Terry V, Percy1.-
Deputy City Attorney
M
This memo is to certify that the attached Ordinance is a
true and correct version of Ordinance no, 9291, adopted
by the City Commission on its July 9th, 1981, meeting,.
Please substitute this version, which is executed and in
legal form, for the "official" copy in your files.
Additionally, I'll need six (6) certified copies of same,
along with the pertinent portion of the transcript for the
validation proceedings.
TVP;ia _
Attachement
Aft
TABLE Ot_CONTNTS,
(Continued)
PAGE
ARTICLE X.
Supplemental Ordinances.
Section
1001,
Supplemental Ordinance Without
Bondholders' Content,
Section
1002,
Supplemental Ordinance with
Bondholder
Section
1003.LSupplemental
Ordinances Part Of
Ordinance......4 4 6 6 4 6
x- 4
ARTICLE XI.
Defeasance,
Section
1101.
Cessation of Interest of
Bondholders....'..
XI-1
ARTICLE XII.
Concerning the Fiscal Agent.
Section
1201.
Appointment of Fiscal Agent ............
XII-ii
Section
1202.
No obligation to Institute or Defend
Suit Without Indemnification........
XII-11
Section
1203.
No Liability For Failure To Make
Collections or Deposits.......'......
XII-1
Section
1204.
Fees and Expenses ......................
XII-2
E
TA8U OF CONTENTS
(Continued)
Section
1205,
Reliance on Certificates or
Section
1206.
Right To Deal in Bonds,66666.46.6.66664
X11-2
Section
1207.
City's Representations; No ROpte-
sehtationg of Fiscal Agent4b*4066466
Xit-3
Section
1208,
No Liability of Fiscal Agent64,46664&46
X11-5
Section
1209,
Resignation of Fiscal Agent.i6.6s.66t,.4,6
xit=3
Section
1210.
Removal of Fiscal Agent.,,..,4.4666*6.*
XII-4
Section
1211.
Vacancy of Office of Fiscal Agent......
XII-4
Section
1212.
Successor Fiscal Agent .................
XII-5
Section
1213,
Access to Project ............
XII-6
ARTICLE XIII.
Miscellaneous Provisions.
Section
1301.
Effect of Covenants..... .............
XIII-1
Section
1302.
Manner of Giving Notice .................
XIII-1
Section
1303.
Successorship of Paying Agents........-.
XIII-2
Section
1304.
Successorship of City Officers .........
IXIII-2
Section
1305.
Substitute Publication .................
XIII.-2,
Section
1306.
Inconsistent Ordinances ................
XIII-3z
Section
1307.
Further Acts ...........................
XIII-3
ix.
92